Fuji Soft founding family affirms support for Bain’s $2 billion hostile takeover bid

By Anton Bridge

TOKYO (Reuters) – The founding family of Japanese IT firm Fuji Soft on Wednesday reiterated its support for a takeover bid by private equity firm Bain Capital that is opposed by Fuji Soft’s board, it said in a statement jointly released with Bain.

Amid a bidding war with rival private equity giant KKR, Bain last week offered 9,600 yen per share, 1.6% more than KKR’s 9,451 yen bid, and on Wednesday went hostile after Fuji Soft’s board rejected the higher offer and supported KKR’s.

Fuji Soft founder Hiroshi Nozawa joined Bain in questioning the independence of the special committee set up by the board to scrutinise the bid, saying he had “strong concern and distrust regarding the process of selecting the members”.

The special committee had “lost sight of the purpose of the special committee,” Nozawa and Bain said, adding that they had “no intention to be hostile towards the executives and management of Fuji Soft”.

Fuji Soft declined to comment on the release. KKR was not immediately available for comment.

Nozawa, who together with family members owns 18.6% of Fuji Soft’s shares, came out in support of Bain’s bid in October and at the time denounced the way the privatisation process had been conducted.

KKR, which has the backing of the Fuji Soft board, secured 33.9% of the company’s shares in a first-round tender that managed to dodge an earlier bid from Bain that was at the time higher than its own.

Fuji Soft rejected Bain’s offer on the grounds that two large shareholders would hamper management decision making and Bain’s tender offer would not conclude for three months.

Through its tender, Bain is aiming to acquire 50.1% of Fuji Soft’s shares – including the Nozawa family’s stakes – and would “manage the business in a way that respects the current executives and management team,” it said.