GK Software: ​​​​​​​Fujitsu announces voluntary public takeover offer | GK Software and Fujitsu enter into Business Combination Agreement | CEO Rainer Gläß to withdraw from the Company’s ...

Fujitsu announces voluntary public takeover offer | GK Software and Fujitsu enter into Business Combination Agreement | CEO Rainer Gläß to withdraw from the Company’s Executive Board in case of successful takeover

• Fujitsu announces offer to acquire all shares outstanding of GK Software at a price of EUR 190.00 per GK share
• Offer includes a premium of 31.0 % on the XETRA closing price on 28 February 2023, of 34.7 % on the volume-weighted average XETRA price of the last three months prior to the announcement
• Executive Board and Supervisory Board of GK Software welcome and support the announced offer; Business Combination Agreement between GK Software and Fujitsu specifies offer process and contains agreements on future cooperation if takeover is successful
• Both founders of GK Software, who together hold 40.65 percent of the shares, have entered into irrevocable undertakings with Fujitsu
• CEO Rainer Gläß will leave the Company’s Executive Board in the event of a successful takeover, but will remain with the Company in an advisory capacity as Honorary Chairman of the Supervisory Board

Fujitsu, one of the world's largest IT companies, today announced its decision to make a voluntary public takeover offer to the shareholders of GK Software SE ("GK" or the "Company") to acquire all shares outstanding of GK at a price of EUR 190.00 per GK share. The offer includes a premium of 31.0 % on the XETRA closing price on 28 February 2023 and a premium of 34.7 % on the volume-weighted average XETRA price of the last three months prior to the announcement. The offer is to be made by Fujitsu ND Solutions AG ("Bidder"), a wholly owned subsidiary of Fujitsu Ltd.

As a basis for the intended takeover offer, GK and Fujitsu have entered into a Business Combination Agreement, which specifies the offer process and contains agreements on the future cooperation in case of a successful takeover. This includes, among other things, agreements regarding the support of the corporate and growth strategies as well as the preservation of the autonomy of GK (inter alia exclusion of a domination agreement for at least two years), the future structure of corporate governance (including the appointment of an independent member to the Supervisory Board) and the continuation of Schöneck as the Company’s seat. After completion of the proposed takeover, it is also planned to set up a joint Coordination Committee to ensure the best possible implementation of the pursued transaction objectives.

The Executive Board and the Supervisory Board of GK, both of which have approved the conclusion of the Business Combination Agreement, welcome and support the announced offer. Subject to the careful review of the offer document and the fulfillment of their legal obligations, the Executive Board and the Supervisory Board of GK intend recommending to the shareholders of the Company to accept the takeover offer in their reasoned opinion to be published pursuant to section 27 of the German Securities Acquisition and Takeover Act ("WpÜG").

Fujitsu now has four weeks to submit the offer document to the German Federal Financial Supervisory Authority ("BaFin"). After review and approval by BaFin, Fujitsu will publish the offer document. Upon publication of the offer document, the acceptance period for the Company's shareholders will commence.

Fujitsu has announced that the takeover offer is subject to a minimum acceptance threshold of 55 % of the Company's share capital. In addition, it is subject to the granting of regulatory approvals and other customary market conditions.

The founders of the Company, Rainer Gläß and Stephan Kronmüller, have entered into irrevocable undertakings with the Bidder. In these agreements, they undertake to tender all GK shares held by them into the public takeover offer. In total, these are 924,049 GK shares, which corresponds to a share of approximately 40.65 % of the share capital of GK Software SE.

It was also agreed between CEO Rainer Gläß and GK Software that Mr. Gläß will withdraw from the Company's Executive Board if the takeover offer is successful. It is planned that in this case Mr. Gläß will assist the Company also in the future as Honorary Chairman of the Supervisory Board (“Ehrenvorsitzender”) in an advisory capacity. In the event of Mr. Gläß's withdrawal, the Supervisory Board intends to appoint members of the 2nd management level as members of the Executive Board. The current CFO of the Company, Mr. André Hergert, will remain with the Company as member of the Executive Board.

Rainer Gläß, CEO of GK Software, comments: "I welcome Fujitsu's offer and am pleased that GK's growth story will continue as part of one of the largest IT companies in the world. It was very important to Stephan Kronmüller and me to find a strategic partner for the company we founded, who will continue to develop GK and who fits with GK’s strategy and its employees. I am therefore convinced that this is the right step for the development and growth of the company and am tendering all my shares into the offer. In doing so, I would also like to give all shareholders a signal of confidence in Fujitsu's offer. I am very much looking forward to a new chapter in the history of the company that we founded together in 1990.”

Dr. Philip Reimann, Chairman of the Supervisory Board of GK Software SE, comments: “The Supervisory Board welcomes the offer announced by Fujitsu. In particular, we would like to expressly thank the CEO and founder of the Company, Rainer Gläß, for his decades of devoted and purposeful leadership of the company, which has made GK what it is today. In the event that the announced takeover bid is successfully completed and Mr. Gläß consequently steps down as a member of the Executive Board, we wish him every success, health and creative energy in his future work for the company and in other fields.”

The Bidder will make the offer document available on its website together with further information relating to the public takeover offer. The exact deadline for acceptance of the offer will also be published there. All relevant information and documents will also be published on the website of GK Software at https://investor.gk-software.com/en/takeover-offer.

Arma Partners LLP is acting as exclusive financial adviser to GK Software SE regarding the offer and has been mandated to provide a fairness opinion. The international law firm Freshfields Bruckhaus Deringer is acting as legal advisor to GK Software SE.

About GK Software SE

GK Software SE is a leading global provider of cloud solutions for the international retail industry and is one of the fastest growing companies in the industry. The basis for this are self-developed, open and platform-independent solutions. Thanks to its comprehensive product portfolio, 22 percent of the world's 50 largest retailers currently rely on solutions from GK. The company's customers include Adidas, Aldi, Coop (Switzerland), Edeka, Grupo Kuo, Hornbach, HyVee, Lidl, Migros, Netto Marken-Discount and Walmart International. GK has subsidiaries in the U.S., France, the Czech Republic, Switzerland, South Africa, Singapore, Australia and owns or has majority stakes in DF Deutsche Fiskal GmbH, Artificial Intelligence for Retail AG and retail7, among others. Since its IPO in 2008, the company has grown more than sevenfold and generated revenues of EURO 130.8 million in 2021. GK was founded in 1990 by CEO Rainer Gläß and Stephan Kronmüller and is still founder-managed today. In addition to its headquarters in Schöneck, the group now operates 16 sites worldwide. GK's goal is to become the leading cloud solutions company in the retail industry worldwide, enabling consumers on all continents to enjoy the best possible shopping experience. 

Further information about the company: www.gk-software.com

Contact:

Investor Relations

GK Software SE

Dr. René Schiller

Tel.: +49 (0)37464-84-264

Fax: +49 (0)37464-84-15

E-mail: rschiller@gk-software.com