U.S. private equity giant KKR has won its takeover battle for Fuji Soft, securing a 57.92% stake in the Japanese software developer after the second phase of its tender offer bid.

The acquisition concludes a heated contest with rival Bain Capital, which had aggressively pursued Fuji Soft but ultimately withdrew its proposal earlier this week.

Both firms had repeatedly raised their bids, with KKR’s offer of 9,850 yen per share, made in early February, proving decisive.

A High-Stakes Corporate Battle

The takeover fight featured escalating bids, a rare hostile move by Bain, and legal threats from KKR, highlighting Japan’s surging deal-making market as global investment funds seek to reform underutilized assets and improve corporate governance.

KKR launched its bid in Aug. 2023, but Bain countered with a higher offer in October, backed by Fuji Soft’s founder, Hiroshi Nozawa. Nozawa criticized the privatization process, arguing that Bain’s higher bid better served shareholders’ interests.

However, Fuji Soft’s board backed KKR, prompting Bain to escalate with a hostile bid in December. Bain publicly criticized the board, citing “strong concerns and distrust” over its handling of the process.

The dispute intensified when Bain refused to dispose of confidential information obtained during due diligence. KKR then urged Fuji Soft to take legal action against Bain.

Activist Investors and the Road to Privatization

Fuji Soft had been under pressure from activist investor 3D Investment Partners, a Singapore-based fund that had pushed the company to sell real estate assets and conduct share buybacks.

In 2023, 3D Investment Partners began soliciting take-private proposals from private equity firms and advocated for Fuji Soft to appoint an external auditor to oversee the privatization review process.

KKR’s victory marks the end of a high-profile corporate saga, reinforcing the trend of global private equity firms targeting Japanese companies with perceived governance weaknesses.

‍