Happy Wednesday. Here’s what we’ve got today…

• A look at Bain’s plans to launch a hostile tender offer for Fuji Soft

• Plus, Honeywell considers aerospace divestiture after Elliott pressure

Going hostile:

Bain Capital said on Wednesday it plans to launch an unsolicited tender offer for Fuji Soft, should an ongoing tender from rival suitor KKR fail.

It's been a months-long saga.

In 2023, Fuji Soft's largest shareholder, 3D Investment Partners, proposed a take-private and approached sponsors to gauge interest. The firm then partnered with KKR in August on the latter's ¥8,800 per share tender offer.

Shortly after, Bain jumped into the process with the support of company founder Hiroshi Nozawa and submitted a non-binding offer 7 percent above KKR's bid.

Nozawa, whose family controls an 18.5 percent stake, accompanied the bid with a letter to the board expressing "strong discomfort" with the KKR-led process and advocating for Bain's alternative.

KKR countered by raising its offer to 1 yen per share higher than Bain. It also restructured its tender into two stages, the first of which immediately purchased a combined 33.86 percent stake from 3D and Farallon Capital Management.

Last week, Bain approached Fuji Soft’s board with a new ¥9,600 per share offer—now 1.6 percent higher than KKR—contingent on support from the board.

Instead, the board rejected Bain on Tuesday, arguing that the new tender would require at least three months to conclude and that the premium wasn't worth the extended timeline.

Now, Bain has opted to bypass the board entirely.

If KKR’s tender offer fails by its Thursday deadline, Bain will launch its own tender offer in late January or early February. The firm is targeting an ownership range of 33.91 to 49.89 percent, on top of the already-aligned Nozawa family shares.

After previously calling its founder-backed proposal a 'white knight' offer, Bain is now in the odd position of instead bidding without the support of management.

The firm said it has "strong concerns and distrust" over Fuji Soft's response to its proposal, arguing there was no justification for rejecting its higher offer. Bain has also questioned the independence of the special committee formed by Fuji Soft to evaluate the proposals, noting that five of its six members were appointed at an extraordinary general shareholder meeting convened by 3D, which has been party to KKR's bid since the beginning.

Market pricing suggests an expectation there may be more to come. Shares are currently trading at ¥9,815, above both offers.

• Honeywell (Nasdaq: HON) is exploring the potential separation of its Aerospace division as part of a broader portfolio review following pressure from Elliott Investment Management, which took a $5 billion position in the company.

• Bain Capital submitted a A$2.7 billion takeover bid for Australian wealth management group Insignia Financial (ASX: IFL), which was rejected by the company's board.

• Bain Capital is in talks to acquire Sizzling Platter, an operator of restaurant franchises including Little Caesars and Jersey Mike's, for more than $1 billion from CapitalSpring, per Reuters.

• CVC Capital Partners is exploring the purchase of Vivendi's (PARIS: VIV) 24 percent stake in Telecom Italia, valued at around €1 billion, which could lead to a full takeover.

• Icon Luxury Group and CP Brands Group acquired British luxury clothing brand Thomas Pink from LVMH.

• Whistler Capital Partners made a growth investment in GXP-Storage, a provider of regulated material management services.

• Align Capital Partners acquired ISPN, a provider of nuclear engineering and consulting services.

• ATG Entertainment, a portfolio company of Leumi Partners and Providence Equity Partners, acquired Celebrity Attractions, a Broadway touring show presenter.

• Boston Scientific (NYSE: BSX) agreed to acquire Intera Oncology, a developer of hepatic artery infusion pumps and chemotherapy drugs for liver tumors.

• Harbour Group acquired Senproco, a manufacturer of pet grooming supplies.

• VSS Capital Partners and Century Equity Partners acquired intellectual property consulting firm Lumenci.

• Grammarly agreed to acquire Coda, a productivity software startup with backing from General Catalyst, Greylock, and Kleiner Perkins, among others.

• Arctic Wolf agreed to acquire Cylance, an AI-based endpoint security provider, from BlackBerry (NYSE: BB) for $160 million in cash plus 5.5 million Arctic Wolf shares.

• ArcLight Capital Partners agreed to acquire DCP GCX Pipeline, holder of a 25 percent stake in the Gulf Coast Express Pipeline, for $865 million from Phillips 66 (NYSE: PSX).

• Virgin Music Group agreed to acquire Downtown Music Holdings, a music publishing and distribution company, for $775 million.

• FIS (NYSE: FIS) agreed to acquire Demica, a UK supply chain finance platform, for around $300 million from JRJ Group, TomsCapital and 76 West Holdings.

• Thyssenkrupp is preparing to spin off its Thyssenkrupp Marine Systems unit after receiving bids from Rheinmetall, Luerssen, and the German government after Carlyle withdrew from earlier talks to acquire a majority stake, per Reuters.

• Avenue Sports Fund invested in Mercury/13, a multi-club ownership group acquiring European women's soccer teams.

• Stone Point Capital acquired a minority stake in UK insurance broker Ardonagh Group at a valuation of around $14 billion.

• Heritage Group invested in Nationwide Medical, a provider of home medical equipment for patients with chronic sleep and respiratory conditions.

• RedBird Capital Partners invested in Prologue Entertainment, a new independent production studio.

• CleanCapital acquired a 22.7MW portfolio of solar assets from Kendall Sustainable Infrastructure.

• TowerBrook Capital Partners and J.C. Flowers & Co. agreed to acquire payments platform provider Equals Group.

• David's Bridal, a portfolio company of CION Investments, acquired Love Stories TV, a video-focused digital wedding planning platform.

• Everise, backed by Brookfield and Warburg Pincus, acquired the healthcare and utilities units of Continuum Global Solutions, a customer experience management provider backed by Skyview Capital.

• Relam, a portfolio company of Paceline Equity Partners, acquired Falcon Equipment, a provider of aerial lift equipment rentals.

• Godspeed Capital invested in BNP Associates, an air transportation design and engineering firm.

• Buildforce, a portfolio company of Mercury Fund, acquired Ladder, an Atlanta-based construction labor marketplace.

Tech, Vertical SaaS, & Misc. Enterprise

• Hostaway, a vacation rental property management software platform, raised $365 million in new funding led by General Atlantic, with participation from PSG Equity.

• SandboxAQ, a developer of large quantitative models for drug discovery, materials science, and cybersecurity, raised $300 million in new funding from Fred Alger Management, T. Rowe Price, Mumtalakat, Parkway Venture Capital, Breyer Capital, Rizvi Traverse, S32, US Innovative Technology Fund, Ava Investments, and IQT.

• Nuon, a bring-your-own-cloud deployment platform, raised $16.5 million in Series A funding led by M12, with participation from Uncork Capital, Redpoint Ventures, Alumni Ventures, Essence VC, Mantis VC, and Red Swan Ventures.

Fintech

• Tyme Group, a Singapore-based digital banking platform for emerging markets, raised $250 million in Series D funding led by Nubank, with participation from M&G Catalyst Fund, African Rainbow Capital, Ethos AI Fund, Apis Growth Fund II, Tencent, British International Investment, Blue Earth, Norrsken 22, and Lavender Hill Capital Partners.

• Parafin, an embedded finance infrastructure provider, raised $100 million in Series C funding led by Notable Capital, with participation from Redpoint Ventures, Ribbit Capital, Thrive Capital, and GIC.

• BVNK, a stablecoin payments infrastructure provider, raised $50 million in Series B funding led by Haun Ventures, with participation from Coinbase Ventures, Scribble Ventures, DRW Venture Capital, Avenir, and Tiger Global.

• Bureau, a risk intelligence platform, raised $30 million in Series B funding led by Sorenson Capital, with participation from PayPal Ventures, Commerce Ventures, GMO Venture Partners, Village Global, Quona Capital, and XYZ Ventures.

Healthcare

• Precision Neuroscience, a developer of minimally invasive neural implants, raised $102 million in Series C funding led by General Equity Holdings, with participation from B Capital, Duquesne Family Office, and Steadview Capital.

• SiteOne Therapeutics, a developer of selective ion channel modulators for pain and sensory disorders, raised $100 million in Series C funding led by Novo Holdings, with participation from OrbiMed, Wellington Management, Mission BioCapital, BSQUARED Capital.

• Fluid Biomed, a developer of bioabsorbable polymer-based stents for brain aneurysms, raised $27 million in Series A funding co-led by Amplitude Ventures and an undisclosed strategic partner, with participation from IAG Capital Partners, LifeArc Ventures, ShangBay Capital, and METIS Innovative.

• Indapta Therapeutics, a clinical-stage biotech developing allogeneic NK cell therapies for cancer and autoimmune diseases, raised $22.5 million in new funding from RA Capital Management, Leaps by Bayer, Vertex Ventures HC, Pontifax, and the Myeloma Investment Fund.

• Scripta Insights, an AI-powered pharmacy navigation platform, raised $17 million in Series B funding led by Aquiline, with participation from Contour Venture Partners, Eastside Partners, and ReMY Investors.

• NeuroKaire, a developer of personalized drug efficacy tests for psychiatric disorders, raised $10 million in Series A funding led by GreyBird Ventures, with participation from Meron Capital, Jumpspeed Ventures, and Sapir Venture Partners.

Industrials, Greentech, & Other

• Nanoramic, a Boston-based developer of battery technology, raised $44 million in new funding co-led by GM Ventures and Catalus Capital, with participation from Samsung Ventures, Top Material, Fortistar Capital, and WindSail Capital Group.

• Slip Robotics, an automated truck-loading robots-as-a-service provider, raised $28 million in Series B funding led by DCVC, with participation from Eve Atlas, Tech Square Ventures, Hyde Park Venture Partners, Overline, and Pathbreaker Ventures.

• Mantis Robotics, a developer of AI-enabled industrial robotic arms, raised $5 million in new funding led by Emerald Technology Ventures, with participation from the Amazon Industrial Innovation Fund.

• Constellation Wealth Capital raised $1 billion for its debut fund focused on independent wealth managers and financial advisers.

• MidOcean Partners raised $304 million for its new CLO equity fund.

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