Fuji Soft Says It Will Consider Bain Capital Offer — Update

By Megumi Fujikawa

TOKYO--Fuji Soft said it would sincerely consider Bain Capital's tender offer, which beat private-equity firm KKR's offer, possibly setting the stage for a bidding war for the Japanese software developer.

Bain Capital on Friday offered to purchase Fuji Soft shares for 9,450 yen each, equivalent to $63.10 a share, compared with rival KKR's offer of 8,800 yen per share.

Fuji Soft said Tuesday that it hadn't discussed the terms with Bain but the company's board of directors and the special committee would sincerely examine the feasibility of privatization and potential improvements of its corporate value based on Bain's proposal.

Bain said it planned to launch the offer in late October if it obtained Fuji Soft's backing.

KKR began a tender process for all Fuji Soft ordinary shares and share options in early September, with the private-equity firm securing the support of two major shareholders, 3D Investment Partners and Farallon.

The two investors, who together own 32.68% of Fuji Soft, had agreed to KKR's offer and said they would only withdraw their tenders with KKR's consent.

"KKR's offer is superior and is in the best interest of the company and all of its stakeholders," a KKR spokesperson said in response to Bain's tender offer.

KKR has a proven track record of working closely with management teams and employees and ensuring completion certainty to drive growth for Japanese companies, the spokesperson said.

KKR has said it will conduct the tender offer in two stages. Fuji Soft has recommended its shareholders participate in KKR's first offer but hasn't decided whether it would endorse the second one.

The Japanese company told its shareholders Tuesday that its recommendation status could change following Bain's proposal.

Bain's tender offer has the support of Fuji Soft's founding family, including founder Hiroshi Nozawa. The family owns an 18.5% stake in the company.

Fuji Soft shares were recently up 7.3% at 9,660 yen after briefly hitting as high as 9,710 yen.

Write to Megumi Fujikawa at megumi.fujikawa@wsj.com