KKR Completes Tender Offer for Forum Engineering

TOKYO–(BUSINESS WIRE)–Global investment firm KKR today announced the completion of its tender offer for the common shares and share options of Forum Engineering Inc. (“Forum Engineering”; TSE stock code 7088) (the “Tender Offer”) on December 23, 2025. The Tender Offer was made through KJ003 Co., Ltd. (the “Offeror”), an entity owned by funds managed by KKR.

Following the completion of the Tender Offer, the Offeror is expected to acquire 29,761,258 shares of Forum Engineering’s common stock, representing a total ownership ratio of 55.89% on a fully diluted basis. Settlement will commence on December 30, 2025.

In addition to the shares acquired in the Tender Offer, Forum Engineering will conduct a tender offer for its own shares (the “Self-Tender”), in which its major shareholder, La Terre Holdings Co., Ltd., is expected to tender its entire 37.07% stake. After the completion of the Self-Tender, the Offeror aims to acquire all remaining shares through a share consolidation process to achieve full ownership of Forum Engineering. An extraordinary shareholders’ meeting concerning the share consolidation is planned for late February 2026.

KKR is making its investment predominantly from its Global Impact Fund II.

George Aitken, Managing Director and Head of Global Impact Asia Pacific at KKR, said, “We are pleased with the outcome of the tender offer and are delighted to kick-start our strategic partnership with Forum Engineering, which plays an important role in developing skilled engineering talent in Japan. With enhanced training opportunities, the implementation of a broad-based employee ownership program, and access to KKR’s global experience, we aim to support Forum Engineering in creating meaningful and lasting impact for both engineers and the clients they serve.”

For details regarding the Tender Offer, please refer to the release issued by the Offeror today titled “Notice Regarding the Results of Tender Offer for the Shares, Etc. of Forum Engineering Inc. (Securities Code: 7088).”

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 Regarding the Results of Tender Offer for the Shares, Etc. of Forum Engineering Inc. (Securities Code: 7088)”, 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 results of the Tender Offer, and the Self-Tender, and it has not been prepared for the purpose of soliciting an offer to sell or purchase in the Self-Tender. When making an application to tender, please be sure to read the Tender Offer Explanatory Statement for the Self-Tender and make your own decision as a shareholder. 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 Self-Tender, nor shall it be relied upon in concluding an agreement regarding the tender offer.

U.S. Regulations

The Self-Tender 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 Self-Tender; and therefore the Self-Tender is not conducted in accordance with those procedures and standards. In addition, because Forum Engineering is a corporation incorporated outside the U.S., it may be difficult to exercise rights or demands against Forum Engineering 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 Self-Tender are to be conducted entirely in Japanese. All or a part of the documentation relating to the Self-Tender 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 and Forum Engineering, and their respective financial advisors and the tender offer agent (and their respective affiliates) may purchase the common shares of Forum Engineering, by means other than the Self-Tender, 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 for the Self-Tender. 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, Forum Engineering may buy back its own shares during the tender offer period for the Self-Tender in accordance with the procedures required by laws and regulations.

Contacts

Media Contacts

Wei Jun Ong

+65 6922 5813

weijun.ong@kkr.com

Samuel Brustad

+81 90 7094 2523

samuel.brustad@kkr.com