KKR to Launch Tender Offer for Forum Engineering

Marks KKR’s First Global Impact Investment in Japan

TOKYO--(BUSINESS WIRE)-- KKR, a leading global investment firm, and Forum Engineering Inc. (“Forum Engineering”; TSE stock code 7088), announced today that KKR will launch a tender offer for the common shares and share options of Forum Engineering (the “Tender Offer”) through KJ003 Co., Ltd. (the “Offeror”), an entity owned by investment funds managed by KKR. Forum Engineering’s Board of Directors has resolved to support the Tender Offer and recommend that shareholders tender their shares.¹

The Tender Offer will commence on November 11, 2025 and is expected to run until December 23, 2025. The Tender Offer price will be JPY 1,710 per common share, representing a 40.74% premium over the simple average closing price of Forum Engineering’s stock for the six months ending November 7, 2025. The Tender Offer price per share option will be JPY 1.

In conjunction with this Tender Offer, KKR has reached an agreement with Mr. Izumi Okubo, the founder of Forum Engineering (who holds a 51.7% ownership stake when combined with shares held by La Terre Next General Incorporated Association (“La Terre Next”) and La Terre Holdings Co., Ltd. (“La Terre Holdings”)), regarding the implementation of the Tender Offer and the take-private of Forum Engineering. KKR has entered into tender agreements with Mr. Izumi Okubo and La Terre Next whereby each will tender their entire respective 7.51% and 7.11% stakes in Forum Engineering into the Tender Offer. Also, major shareholder La Terre Holdings has expressed its support for the resolution to privatize Forum Engineering, and has agreed to tender its 37.07% stake into a planned tender offer by Forum Engineering for its own shares (the “Self-Tender”) that will follow the successful completion of the Tender Offer.

Furthermore, following the completion of the Tender Offer and Self-Tender, Mr. Okubo plans to indirectly re-invest via La Terre Next Co., Ltd. in KKR-managed investment vehicles that will own Forum Engineering.

Forum Engineering is a leading provider of engineering staffing services in Japan and specializes in connecting manufacturing companies with skilled electromechanical engineers. Forum Engineering enhances the long-term career development of its 4,500 full-time engineers by providing structured training, competitive compensation, and opportunities to gain valuable experience across industries and clients.

Funds for this investment are being contributed predominantly from KKR’s Global Impact Fund II. KKR’s Global Impact Strategy invests in companies whose products and services make measurable contributions to the United Nations Sustainable Development Goals (“SDGs”). This is the Global Impact Strategy’s first investment in Japan, with Forum Engineering directly contributing towards SDG 8 (Decent Work and Economic Growth) by providing skilled workforce solutions that enhance productivity and innovation across Japan’s industrial base.

George Aitken, Managing Director and Head of Global Impact Asia Pacific at KKR, said, “Forum Engineering is directly addressing the widening skills gap in Japan by connecting skilled engineers with companies driving innovation and economic growth. Forum Engineering’s workforce of 4,500 full-time engineers also benefit from enhanced training and valuable experience across a range of industries and clients. We’re proud to support Forum Engineering as it expands its AI skills matching platform, invests further in training and development and introduces a broad-based equity program for its employees.”

Tsutomu Sato, Representative Director, President and CEO of Forum Engineering, said, “KKR’s investment provides a strong foundation to accelerate our long-term growth. Japan’s engineering services industry is at a major turning point due to demographic change. At the same time, rapid advances in generative AI are transforming industrial structures. By taking the Company private with KKR as our strategic partner, we can focus on evolving our business model for the next era without being constrained by short-term performance pressures. Together with KKR, we aim to further develop our specialized staffing services for mechanical and electrical engineers into a robust model that can compete not only in Japan, but on the global stage.”

KKR has a strong track record of investing in workforce skills development under the Global Impact Strategy, with prior investments including PHINMA Education, a leading vocational-focused degree provider in the Philippines, Davante, a leading European vocational education and professional training provider, and Lightcast, a labor market analytics software platform provider in the United States. KKR has been investing in Japan for nearly two decades and manages more than US$20 billion in assets under management across all strategies.

In the event that KKR successfully acquires Forum Engineering, KKR intends to implement a broad-based employee ownership program that will allow all employees of Forum Engineering to hold an ownership stake in the Company. KKR has introduced similar programs in its prior investments in Japan, including Bushu Pharmaceuticals and Yayoi.

For details regarding the Tender Offer, please refer to the full text of the release issued by the Offeror today titled “Notice Concerning Opinion in Favor of, and Recommendation to Tender in the Tender Offer for the Company’s Shares, Etc. by KJ003 Co., Ltd.”

About Forum Engineering

Forum Engineering Inc. supports the careers of mechanical and electrical engineers through four services, including its mainstay engineer staffing service specialized in mechanical and electrical engineering which is chiefly for major manufacturers in Japan, job-hunting support for new graduates, job-hunting support for experienced engineers and corporate training. In Japan, the shortage of human resources is intensifying as the working population decreases. Mechanical and electrical engineers are not an exception to this. The Company operates its proprietary AI-based Cognavi system to match the skills possessed by engineers and students to the skills sought by companies to help create new careers for these engineers and solve the personnel shortage issue that companies are facing. For additional information about Forum Engineering, please visit the website at https://www.forumeng.co.jp/en/.

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.

Disclaimers

This press release should be read in conjunction with the release issued by the Offeror today titled “Notice Concerning Opinion in Favor of, and Recommendation to Tender in the Tender Offer for the Company’s Shares, Etc. by KJ003 Co., Ltd.”, which is available on TDNet and on Forum Engineering’s website.

Forward-Looking Statements

This press release includes statements that fall under “forward-looking statements” as defined in Section 27A of the U.S. Securities Act of 1933 (as amended) and Section 21E of the U.S. Securities Exchange Act of 1934. Due to known or unknown risks, uncertainties or other factors, actual results may differ materially from the predictions indicated by the statements that are implicitly or explicitly forward-looking statements. Neither the Offeror nor any of its affiliates guarantees that the predictions indicated by the statements that are implicitly or expressly forward-looking statements will materialize. The forward-looking statements in this press release were prepared based on information held by the Offeror as of today, and the Offeror and its affiliates shall not be obliged to amend or revise such statements to reflect future events or circumstances, except as required by laws and regulations.

No Offer or Solicitation

The purpose of this press release is to publicly announce the Tender Offer and it has not been prepared for the purpose of soliciting an offer to sell or purchase in the Tender Offer. When making an application to tender, please be sure to read the Tender Offer Explanatory Statement for the Tender Offer and make your own decision as a shareholder or share acquisition right holder. This press release does not constitute, either in whole or in part, a solicitation of an offer to sell or purchase any securities, and the existence of this press release (or any part thereof) or its distribution shall not be construed as a basis for any agreement regarding the Tender Offer, nor shall it be relied upon in concluding an agreement regarding the tender offer.

U.S. Regulations

The Tender Offer will be conducted in compliance with the procedures and information disclosure standards set forth in Japanese law, and those procedures and standards are not always the same as the procedures and information disclosure standards in the U.S. In particular, neither Sections 13(e) nor 14(d) of the U.S. Securities Exchange Act of 1934 (as amended; the same shall apply hereinafter) nor the rules under these sections apply to the Tender Offer; and therefore the Tender Offer is not conducted in accordance with those procedures and standards. In addition, because the Offeror is a corporation incorporated outside the U.S., it may be difficult to exercise rights or demands against the Offeror that can be asserted based on U.S. securities laws. It also may be impossible to initiate an action against a corporation that is based outside of the U.S. or its officers in a court outside of the U.S. on the grounds of a violation of U.S. securities-related laws. Furthermore, there is no guarantee that a corporation that is based outside of the U.S. or its affiliates may be compelled to submit themselves to the jurisdiction of a U.S. court.

Unless otherwise specified, all procedures relating to the Tender Offer are to be conducted entirely in Japanese. All or a part of the documentation relating to the Tender Offer will be prepared in English; however, if there is any discrepancy between the English-language documents and the Japanese-language documents, the Japanese-language documents shall prevail.

The Offeror, its and Forum Engineering Inc.’s (the “Company”) respective financial advisors and the tender offer agent (and their respective affiliates) may purchase the common shares and share options of the Company, by means other than the tender offer, or conduct an act aimed at such purchases, for their own account or for their clients’ accounts, including in the scope of their ordinary business, to the extent permitted under financial instruments and exchange-related laws and regulations, and any other applicable laws and regulations in Japan, in accordance with the requirements of Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934 during the tender offer period. Such purchases may be conducted at the market price through market transactions or at a price determined by negotiations off-market. In the event that information regarding such purchases is disclosed in Japan, such information will also be disclosed on the English website of the person conducting such purchases (or by any other method of public disclosure).

If a shareholder exercises its right to demand the purchase of shares of less than one unit in accordance with the Companies Act, the Company may buy back its own shares during the tender offer period in accordance with the procedures required by laws and regulations.

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1 Forum Engineering’s Board of Directors has resolved to leave to the discretion of each share option holder whether to tender their share options.

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20251109696853/en/

Media Contacts

For Forum Engineering

Public Relations & Investor Relations Dept.

+81 3 3560 5505

ir@forumeng.co.jp

For KKR:

Wei Jun Ong

+65 6922 5813

weijun.ong@kkr.com

Samuel Brustad

+81 90 7094 2523

samuel.brustad@kkr.com

Source: KKR