Global private equity major KKR on Tuesday announced the acquisition of Japanese IT firm Fuji Soft in a buyout deal that will take the company private.
As part of the privatisation process, KKR signed a Memorandum of Understanding (MoU) on March 24, 2025, with Fuji Soft’s founding family.
According to a company release, the transaction will be executed through FK Co., Ltd., an entity owned by investment funds managed by KKR. This transaction underscores the private equity major’s continued focus on strategic investments in Japan’s technology sector and the growing trend of private equity-led takeovers in the region.
Per the MoU, both parties have agreed to collaborate on a share consolidation that will result in FK Co., Ltd. and NFC Corporation becoming the sole shareholders of Fuji Soft in a squeeze-out transaction. [Note: Through a squeeze-out transaction, majority shareholders gain full control of the company.]
Additionally, both parties will vote in favour of various proposals related to the privatisation at the Extraordinary General Meeting of Shareholders on April 25, 2025.
Following the completion of this process, NFC will transfer its Fuji Soft shares back to the company through a share repurchase.
In addition to the securities that FK acquired through the first and second tender offers for the common shares and share options of Fuji Soft, the squeeze-out and share repurchase will result in FK acquiring 100% of the shares of Fuji Soft.
The share repurchase is currently planned after early June 2025, once the squeeze-out takes effect.
The deal, which follows a long-drawn bidding war with Bain, saw KKR securing a 57.92% stake in Fuji Soft after the second stage of its tender offer bid. This marked the end of a fierce battle with rival Bain Capital to take the Japanese software developer private.
Both KKR and Bain had upped their bids multiple times, with KKR ultimately prevailing with its offer from earlier in February of 9,850 yen per share. Bain had then announced the withdrawal of its takeover proposal.
KKR first launched its bid in August last year, but Bain countered with a higher bid in October. Bain’s bid had the backing of Fuji Soft’s founder, Hiroshi Nozawa, who criticised the privatisation process and said the higher bid was in the best interest of shareholders.
