IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

Event-Driven

<ul>
<li><span>KKR has <a href="https://media.kkr.com/news-details?news_id=149f73ae-32ba-49df-869e-7eaa102b72a0" target="_blank" rel="noopener">extended</a> the close date of the <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a> second tender offer period from 9 to 24 January. All other terms remain unchanged. </span></li>
<li>KKR unconvincingly tries to criticize the Bain offer and unsurprisingly believes there will not be a tender offer by Bain that investors can tender into. </li>
<li>Despite KKR’s gamesmanship, it has not declared its offer final. A bump remains necessary as Bain remains resolute in launching its offer. The final winning offer could be around JPY10,000. </li>
</ul>


KKR has extended the close date of the Fuji Soft Inc (9749 JP) second tender offer period from 9 to 24 January. All other terms remain unchanged. 
KKR unconvincingly tries to criticize the Bain offer and unsurprisingly believes there will not be a tender offer by Bain that investors can tender into. 
Despite KKR’s gamesmanship, it has not declared its offer final. A bump remains necessary as Bain remains resolute in launching its offer. The final winning offer could be around JPY10,000. 


Fuji Soft (9749 JP): KKR Extends Again, Delaying the Inevitable Bump

<ul>
<li>The battle for <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" rel="noopener">Fuji Soft Inc. (9749 JP)</a> took an unexpected turn. Bain <a href="https://www.baincapital.co.jp/sites/default/files/2024-12/BCP_9749_11122024-jp1.pdf" target="_blank" rel="noopener">revised its offer</a> to JPY9,600, a 1.6% premium to KKR’s JPY9,451 second tender offer. </li>
<li>Bain has introduced a minimum number of shares to be purchased criterion. Bain’s offer is structured to address most but not all of the special committee’s reasons for opposition.</li>
<li>The Board’s first reaction will be to ask KKR, its preferred bidder, to bump. Given the amount of time and effort KKR has put into this bid, it will bump. </li>
</ul>


The battle for Fuji Soft Inc. (9749 JP) took an unexpected turn. Bain revised its offer to JPY9,600, a 1.6% premium to KKR’s JPY9,451 second tender offer. 
Bain has introduced a minimum number of shares to be purchased criterion. Bain’s offer is structured to address most but not all of the special committee’s reasons for opposition.
The Board’s first reaction will be to ask KKR, its preferred bidder, to bump. Given the amount of time and effort KKR has put into this bid, it will bump. 


Fuji Soft (9749 JP): Bain Can’t Take No for an Answer and Returns with a JPY9,600 Offer

Nec Networks & System Integr / Event-Driven

<ul>
<li>Oasis has become a substantial shareholder of <a href="https://www.smartkarma.com/entities/nec-networks-system-integr" target="_blank" rel="noopener">Nec Networks &amp; System Integr (1973 JP)</a>, representing 13.2 million shares or an 8.83% ownership ratio. </li>
<li>Oasis has not commented on its intentions, but its stake signifies two possibilities – the start of an activist campaign to secure a bump or a play on appraisal rights.</li>
<li>A bump while possible is not a certainty. NEC is likely to wait to see to if Oasis increases its stake to a level which threatens its offer. </li>
</ul>


Oasis has become a substantial shareholder of Nec Networks &amp; System Integr (1973 JP), representing 13.2 million shares or an 8.83% ownership ratio. 
Oasis has not commented on its intentions, but its stake signifies two possibilities – the start of an activist campaign to secure a bump or a play on appraisal rights.
A bump while possible is not a certainty. NEC is likely to wait to see to if Oasis increases its stake to a level which threatens its offer. 


NEC Networks & System (1973 JP): Oasis Stake Could Be a Headache for NEC

<ul>
<li>
<a href="https://www.smartkarma.com/entities/kkr-co-inc" target="_blank" data-smartkarma-citation="entities:27333:1" rel="noopener">KKR &amp; Co (KKR US)</a> has secured the <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a> Board's unanimous support by bumping its second tender offer to JPY9,451, a JPY1 premium to Bain’s JPY9,450 offer. </li>
<li>The Board is claiming a "fiduciary duty" win as it has secured a higher offer from KKR but paradoxically signalling that it will not negotiate a bump from Bain.  </li>
<li>Bain will likely walk rather than try to win the Board’s support by revising terms. At the last close, the gross spread to KKR’s offer is 3.7%.</li>
</ul>



KKR &amp; Co (KKR US) has secured the Fuji Soft Inc (9749 JP) Board's unanimous support by bumping its second tender offer to JPY9,451, a JPY1 premium to Bain’s JPY9,450 offer. 
The Board is claiming a "fiduciary duty" win as it has secured a higher offer from KKR but paradoxically signalling that it will not negotiate a bump from Bain.  
Bain will likely walk rather than try to win the Board’s support by revising terms. At the last close, the gross spread to KKR’s offer is 3.7%.


Fuji Soft (9749 JP): KKR Bumps to JPY9,451 as Bain Left High and Dry

<ul>
<li>
<a href="https://www.smartkarma.com/entities/net-one-systems-co-ltd" target="_blank" data-smartkarma-citation="entities:1279:1" rel="noopener">Net One Systems (7518 JP)</a> has recommended a tender offer from <a href="https://www.smartkarma.com/entities/scsk-corp" target="_blank" data-smartkarma-citation="entities:19996:1" rel="noopener">Scsk Corp (9719 JP)</a> at JPY4,500, 25.9% premium to the undisturbed price of JPY3,574 (5 November).</li>
<li>The tender offer runs from 7 November to 18 December (30 business days), with payment commencing from 25 December. The offer is marginally below the all-time high. </li>
<li>The offer is attractive compared to precedent transactions, peer multiples, and historical trading ranges. The shareholder register is open, which facilitates the deal.  </li>
</ul>



Net One Systems (7518 JP) has recommended a tender offer from Scsk Corp (9719 JP) at JPY4,500, 25.9% premium to the undisturbed price of JPY3,574 (5 November).
The tender offer runs from 7 November to 18 December (30 business days), with payment commencing from 25 December. The offer is marginally below the all-time high. 
The offer is attractive compared to precedent transactions, peer multiples, and historical trading ranges. The shareholder register is open, which facilitates the deal.  


Net One Systems (7518 JP): SCSK (9719 JP)’s JPY4,500 Tender Offer

Japan

BIPROGY Inc. offers technology services. The Company provides cloud computing and outsourcing, computer and network system sales, software development and sales, system related services, and other services. BIPROGY provides its services throughout Japan.

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BIPROGY (8056 JP)

Fuji Soft (9749 JP): KKR Extends Again, Delaying the Inevitable Bump

Despite KKR’s gamesmanship, it has not declared its offer final. A bump remains necessary as Bain remains resolute in launching its offer. The...

Arun George

Fuji Soft (9749 JP): Bain Can’t Take No for an Answer and Returns with a JPY9,600 Offer

Despite repeated stonewalling, Bain returns with a revised offer. The Board’s first reaction will be to ask KKR, its preferred bidder, to bump. KKR...

Arun George

NEC Networks & System (1973 JP): Oasis Stake Could Be a Headache for NEC

Since announcing the offer, the shares have traded at or above terms. Including Oasis’ pre-tender stake, the total potential “NO” volume is 35.0m...

Arun George

Fuji Soft (9749 JP): KKR Bumps to JPY9,451 as Bain Left High and Dry

A higher offer from KKR lets the Board claim a "fiduciary duty" win. Bain will likely walk rather than try to win the Board’s support by revising...

Arun George

Net One Systems (7518 JP): SCSK (9719 JP)’s JPY4,500 Tender Offer

The offer is attractive compared to precedent transactions, peer multiples, and historical trading ranges. The shareholder register is open, which...

Arun George

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