(Bloomberg) -- Bain Capital made a binding takeover proposal for Fuji Soft Inc. as it seeks to outmaneuver private equity rival KKR & Co., which has offered a lower price for the Japanese software developer.
Bain is proposing to pay ¥9,450 ($63) a share for the company, it said in a statement Friday, which compares with KKR’s ¥8,800 per share offer. Bain plans to start its tender bid in late October if Fuji Soft expresses support for the move, it said.
A weaker yen and regulators’ emphasis on shareholder value are ramping up M&A activity in Japan. Earlier this year, Fuji Soft said it agreed to a buyout by KKR, even though it had received a higher-priced non-binding offer from Bain, because it judged KKR’s offer was more certain to occur.
In response to the Bain move, a KKR spokesperson said its offer is “superior” and in the best interests of the company and all of its stakeholders.
Bain’s bid is designed to take the Japanese company private. Fuji Soft’s founding family, including founder Hiroshi Nozawa, are expected to retain less than one third of the company’s total voting rights if the tender offer succeeds.
To help secure the deal, KKR last month moved up the start of its bid to Sept. 5 from an initial plan of mid-September in the wake of Bain’s non-binding proposal.
KKR also amended its takeover approach, splitting the process into two stages with the first round running from Sept. 5 through Oct. 21. The private equity firm said last month Fuji Soft shareholders 3D Investment Partners and Farallon Capital Management agreed to sell their stakes, ensuring KKR will acquire at least 32.68% of the Japanese firm’s stock in the first stage.
Yokohama-based Fuji Soft contracts software from Fujitsu Ltd., a supplier of computer systems for some of Japan’s biggest banks such as Mizuho Financial Group Inc. and government agencies. The software company’s been fielding demands from Singapore-based 3D Investment Partners, its largest shareholder according to Bloomberg-compiled data, to consider steps such as taking the company private.
--With assistance from Lisa Du.
(Adds comment from KKR.)
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