EQS-WpÜG: Correction / Correction of the publication from today, March 1st  2023, 9:02am CET - Target company: GK Software SE; Bidder: Fujitsu ND Solutions AG

Correction of the publication from today, March 1^st  2023, 9:02am CET.

In the 3^rd paragraph instead of :

“…have concluded irrevocable undertakings with major shareholders of the Company relating to 43.65% of the Company’s share capital and voting rights.”
it must read:
“…have concluded irrevocable undertakings with major shareholders of the Company relating to 40.65% of the Company’s share capital and voting rights.”

The complete corrected announcement is:




NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

– Convenience Translation –

PUBLICATION OF THE DECISION TO SUBMIT A VOLUNTARY PUBLIC TAKEOVER OFFER PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 IN CONJUNCTION WITH SEC. 29 PARA. 1, 34 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ – “WPÜG”)

Bidder:

Fujitsu ND Solutions AG

Mies-van-der-Rohe-Strasse 8

80807 Munich

Germany

registered with the commercial register of the local court (Amtsgericht) Munich under HRB 281850

Target Company:

GK Software SE

Waldstraße 7

08261 Schöneck

Germany

registered with the commercial register of the local court (Amtsgericht) Chemnitz, Germany under HRB 31501

ISIN: DE0007571424

Today, on 1 March 2023, Fujitsu ND Solutions AG (the “Bidder”), a wholly-owned subsidiary of Fujitsu Limited, Tokyo, Japan (“Fujitsu”), decided to submit a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) in the form of a cash offer (Barangebot) to the shareholders of GK Software SE (the “Company”), to acquire all no-par value bearer shares in the Company, each share representing a proportional amount of EUR 1.00 of the share capital of the Company (ISIN DE0007571424, the “GK Shares”), against payment of a cash consideration in the amount of EUR 190.00 per GK Share (the “Takeover Offer”).

The Takeover Offer will be made in accordance with the terms and conditions set forth in the offer document. This includes reaching a minimum acceptance threshold of 55%. In addition, the Takeover Offer will be made subject to customary offer conditions, including receipt of merger control as well as foreign investment control clearance in Germany.

Also today, the Bidder and Fujitsu entered into an agreement with the Company, which governs the principal terms and conditions of the Takeover Offer as well as the mutual intentions and understandings with regard to the future collaboration and the future governance of the Company and have concluded irrevocable undertakings with major shareholders of the Company relating to 40.65% of the Company’s share capital and voting rights.

The offer document for the Takeover Offer (in the German language and a non-binding English translation thereof) and other information relating to the Takeover Offer will be published on the internet at www.nd-offer.de.

Important Notice:

This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of the Company. The final terms and further provisions regarding the Takeover Offer will be disclosed in the offer document after its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally permissible, the Bidder reserves the right to deviate in the final terms of the Takeover Offer from the basic information described herein. Investors and holders of shares of the Company are strongly advised to read the offer document and all announcements in connection with the Takeover Offer as soon as they are published, since they contain or will contain important information.

The Takeover Offer will be made exclusively under the laws of the Federal Republic of Germany (“Germany”), especially under the WpÜG, and certain provisions of the securities laws of the United States of America (the “United States”) applicable to cross-border tender offers. The Takeover Offer will not be executed according to the provisions of jurisdictions other than those of Germany or the United States (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the Takeover Offer outside of Germany have been filed, arranged for or granted. Investors and holders of securities of the Company cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of Germany or the United States (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.

To the extent permissible under applicable law or regulation, the Bidder and its affiliates or brokers (acting as agents for the Bidder or its affiliates, as applicable) may from time to time before, during or after the period in which the Takeover Offer remains open for acceptance, and other than pursuant to the Takeover Offer, directly or indirectly purchase, or arrange to purchase, GK Shares, that may be the subject of the Takeover Offer, or any securities that are convertible into, exchangeable for or exercisable for GK Shares. Any such purchases, or arrangements to purchase, will comply with all applicable German rules and regulations and Rule 14e-5 under the United States Securities Exchange Act of 1934 to the extent applicable. Information about such purchases will be disclosed in Germany to the extent required by applicable law. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting jointly with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting jointly with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting jointly with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting jointly with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.

In addition, holders of shares of the Company subject to the Takeover Offer are strongly recommended to seek independent advice in order to reach an informed decision in respect of the content of such offer document and with regard to the Takeover Offer.

The publication, sending, distribution or dissemination of this announcement in certain jurisdictions other than Germany and the United States may be governed by laws of jurisdictions other than Germany and the United States in which the publication, sending, distribution or dissemination are subject to legal restrictions. Persons who are not resident in Germany or the United States or who are for other reasons subject to the laws of other jurisdictions should inform themselves of, and observe, the laws of such other jurisdictions.

If you are a resident of the United States, please read the following:

The Takeover Offer will be made for the securities of a German company and is subject to German disclosure requirements, which are different from those of the United States. Financial information included in this announcement, if any, has been largely prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Takeover Offer will be made in the United States pursuant to the applicable US tender offer rules, including Regulation 14E and relevant provisions on exemptions from the prohibition on purchases outside the intended takeover offer and otherwise in accordance with the requirements of the WpÜG. Accordingly, the Takeover Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

Munich, 1 March 2023

Fujitsu ND Solutions AG