Fujitsu broadcasts the acquisition of GK Software program by a voluntary public takeover provide

Fujitsu broadcasts the acquisition of GK Software program by a voluntary public takeover provide

-Commercial-

TOKYO, Mar 01, 2023 – (JCN Newswire) – Fujitsu Restricted (“Fujitsu”) immediately broadcasts the signing of a Enterprise Mixture Settlement with GK Software program SE (“GK”), a number one international supplier of cloud companies for the worldwide retail trade, headquartered in Schoeneck, Germany. In conjunction, Fujitsu ND Options AG (“ND Options”), a direct wholly-owned subsidiary of Fujitsu, introduced its choice to launch a voluntary public takeover provide for the acquisition of all excellent shares of GK.

GK shareholders might be supplied a money consideration of EUR 190.00 per share. The provide worth represents a premium of 34.7% to the XETRA volume-weighted common share worth of GK within the final three months previous to (and together with) 28 February 2023, a premium of 31.0% to the XETRA closing worth of 28 February 2023, and a premium of 10.5% to GK’s all-time excessive worth up to now of EUR 172.00.

GK’s founders and main shareholders, Rainer Gläß (additionally CEO) and Stephan Kronm ü ller, assist the transaction and have entered into irrevocable undertakings with ND Options concerning their GK shares. Consequently, Fujitsu has already secured 40.65% of the full share capital of GK.

Fujitsu Government Board and Supervisory Board of GK welcome and assist the takeover provide
The Government Board and the Supervisory Board of GK welcome and assist the takeover provide. The proposed transaction supplies a gorgeous worth for GK shareholders. As well as, it is going to enable GK to proceed to thrive within the cloud companies for retail house and to raised serve its prospects. Topic to the evaluate of the provide doc and the fulfilment of their authorized obligations, the Government Board and the Supervisory Board of GK intend to advocate GK shareholders to just accept the takeover provide.

Yoshinami Takahashi, EVP and vice head of World Resolution Enterprise Group feedback: “This proposed acquisition is a crucial step in accelerating Uvance, a pillar of Fujitsu’s development technique, which can revitalize and rework Fujitsu’s enterprise portfolio to make it extra aggressive. Fujitsu Uvance builds on our core strengths as a DX firm and, by our options and companies, supplies worth to prospects whereas making a optimistic contribution in the direction of fixing essential societal points. Fujitsu’s sturdy growth and supply capabilities paired with GK dedication to innovation will allow each corporations to serve their worldwide buyer base extra holistically and produce new choices to prospects, each in Japan and throughout our worldwide areas.”

Rainer Gläß, CEO of GK feedback: “I welcome Fujitsu’s provide and am happy that GK’s development story will proceed throughout the framework of one of many largest IT corporations worldwide. Stephan Kronm ü ller and I based the corporate and now, after greater than 30 profitable years, it was crucial to us, to discover a strategic companion that might additional develop GK. With Fujitsu we have now discovered a companion whose technique and firm tradition matches very nicely with GK and its workers. I’m subsequently satisfied that that is the precise step for the continuation and development of the corporate and, simply as Stephan Kronm üller, I’m contributing my shares fully to the provide. In doing so, I might additionally wish to ship a sign of confidence to all GK shareholders in Fujitsu’s provide. I’m very a lot trying ahead to this new chapter within the historical past of the corporate that the 2 of us based in 1990 and accompanying GK on an advisory foundation, in case of a profitable takeover, in a brand new position as Honorary Chairman of the Supervisory Board.”

The proposed transaction will speed up Fujitsu’s shift in the direction of Cloud / Software program-as-a-Service (SaaS) and broaden its international attain with new Digital Transformation choices

This proposed transaction is a part of a worldwide technique to speed up Fujitsu’s standing as a digital transformation enterprise, strengthen its companies, and assist to develop and understand its goal. It additionally supplies the idea for a enterprise partnership with GK, identified for his or her skill to ship extremely versatile SaaS and cloud-based DX options to prospects. Fujitsu intends to assist GK to speed up its worldwide growth in Japan, Asia, the Americas, and Europe. Fujitsu additionally intends to supply GK entry to its enhanced applied sciences reminiscent of Synthetic Intelligence (AI) and Excessive-Efficiency Computing (HPC).

Particulars of the takeover provide

The completion of the takeover provide might be topic to a minimal acceptance threshold of 55% of GK’s share capital (together with shares already secured below irrevocable undertakings) and sure customary circumstances, together with clearances below merger management in addition to overseas funding management proceedings in Germany. Closing of the takeover provide is presently anticipated to happen by July 2023.

Following the completion of the takeover provide, ND Options intends to look at whether or not to provoke a delisting of GK. In case of a corresponding request, the manager board of GK has agreed to assist this course of.

Fujitsu has dedicated within the Enterprise Mixture Settlement in a legally binding method to not enter right into a

domination and/or revenue and loss switch settlement with GK for no less than two years upon closing of the takeover provide. In doing so, Fujitsu has additionally dedicated to not trigger GK to relocate the registered workplace or headquarters of the Schoeneck, Germany, location.

Fujitsu intends funding the takeover provide with present money.

The takeover provide might be made pursuant to the phrases and circumstances set out within the provide doc to be authorized by the German Federal Monetary Supervisory Authority (BaFin). This provide doc might be revealed following clearance by BaFin, at which level the acceptance interval for the takeover provide will start. The provide doc and different data pertaining to the provide might be made obtainable in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) on the next web site: www.nd-offer.de.

BofA Securities is performing because the unique monetary advisor, and Morrison & Foerster as authorized advisor to Fujitsu.

About Fujitsu

Fujitsu’s goal is to make the world extra sustainable by constructing belief in society by innovation. Because the digital transformation companion of selection for patrons in over 100 international locations, our 124,000 workers work to resolve a number of the best challenges dealing with humanity. Our vary of companies and options draw on 5 key applied sciences: Computing, Networks, AI, Knowledge & Safety, and Converging Applied sciences, which we carry collectively to ship sustainability transformation. Fujitsu Restricted (TSE:6702) reported consolidated revenues of three.6 trillion yen (US$32 billion) for the fiscal yr ended March 31, 2022 and stays the highest digital companies firm in Japan by market share.

Discover out extra: www.fujitsu.com/

Fujitsu’s Dedication to the Sustainable Improvement Targets

The Sustainable Improvement Targets (SDGs) adopted by the United Nations in 2015 characterize a set of frequent objectives to be achieved worldwide by 2030. Fujitsu’s goal – “to make the world extra sustainable by constructing belief in society by innovation” – is a promise to contribute to the imaginative and prescient of a greater future empowered by the SDGs.

About GK Software program SE

GK Software program SE is a number one international supplier of cloud options for the worldwide retail trade and one of many quickest rising corporations in its subject. The cornerstones of the corporate are self-developed, open and platform- impartial options. Due to its complete product portfolio, 22 % of the world’s 50 largest retailers presently depend on options from GK. The corporate’s prospects embody Adidas, Aldi, Coop (Switzerland), Edeka, Grupo Kuo, Hornbach, HyVee, Lidl, Migros, Netto Marken-Low cost and Walmart Worldwide. GK has subsidiaries within the U.S., France, Czech Republic, Switzerland, South Africa, Singapore, Australia and holds possession or majority stakes in DF Deutsche Fiskal GmbH, Synthetic Intelligence for Retail AG and retail7. Since its IPO in 2008, the corporate has grown greater than sevenfold and generated revenues of EUR 130.8 million in 2021. GK was based in 1990 by CEO Rainer Gläß and Stephan KronmÜller and continues to be founder-managed immediately. Along with its headquarters in Schoeneck, the group now operates 16 websites worldwide. GK’s purpose is to grow to be the main cloud options firm within the retail trade worldwide, enabling shoppers on all continents to take pleasure in the very best procuring experiences.

Additional details about the corporate: www.gk-software.com/

Essential discover

This announcement is for data functions solely and doesn’t represent an invite to make a proposal to promote GK securities. This announcement doesn’t represent a proposal to buy GK securities and isn’t for the needs of Fujitsu making any representations or coming into into some other binding authorized commitments. Buyers and holders of GK securities are strongly suggested to learn the related paperwork concerning the takeover provide, when obtainable, as a result of they comprise vital data. As well as, holders of GK securities topic to the takeover provide are strongly really helpful to hunt impartial recommendation with the intention to attain an knowledgeable choice in respect of the content material of such paperwork and with regard to the takeover provide.

The publication, sending, distribution or dissemination of this announcement in sure jurisdictions aside from Germany and the US could also be ruled by legal guidelines of jurisdictions aside from Germany and the US through which the publication, sending, distribution or dissemination are topic to authorized restrictions. Individuals who should not resident in Germany or the US or who’re for different causes topic to the legal guidelines of different jurisdictions ought to inform themselves of, and observe, the legal guidelines of such different jurisdictions.

This announcement is just not for launch, publication or distribution, in entire or partially, in, into or from any jurisdiction the place to take action would represent a violation of the related legal guidelines of such jurisdiction.

In case you are a resident of the US, please learn the next:

The meant takeover provide is being made for the securities of a German firm and is topic to German disclosure necessities, that are totally different from these of the US. The monetary data included on this announcement has been largely ready in accordance with Worldwide Monetary Reporting Requirements and thus might not be similar to monetary data of US corporations or corporations whose monetary statements are ready in accordance with usually accepted accounting ideas in the US. The meant takeover provide might be made in the US pursuant to the relevant US tender provide guidelines, together with Regulation 14E and related provisions on exemptions from the prohibition on purchases exterior the meant takeover provide and in any other case in accordance with the necessities of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und -bernahmegesetz – WpUG). Accordingly, the meant takeover provide might be topic to disclosure and different procedural necessities, together with with respect to withdrawal rights, provide timetable, settlement procedures and timing of funds which can be totally different from these relevant below US home tender provide procedures and legislation.

To the extent permissible below relevant legislation or regulation, ND Options and its associates or brokers (performing as brokers for ND Options or its associates, as relevant) could sometimes earlier than, throughout or after the interval through which the takeover provide stays open for acceptance, and aside from pursuant to the meant takeover provide, instantly or not directly buy, or organize to buy, shares of GK, which may be the topic of the takeover provide, or any securities which can be convertible into, exchangeable for or exercisable for shares of GK. Any such purchases, or preparations to buy, will adjust to all relevant German guidelines and rules and Rule 14e-5 below the U.S. Securities Change Act to the extent relevant. Details about such purchases might be disclosed in Germany to the extent required by relevant legislation. To the extent details about such purchases or preparations to buy is made public in Germany, such data additionally might be deemed to be publicly disclosed in the US. As well as, the monetary advisors to ND Options may additionally interact in peculiar course buying and selling actions in securities of GK, which can embody purchases or preparations to buy such securities. In some jurisdictions, publication or distribution of this announcement could also be unlawful or permitted solely to sure individuals.

Ahead-looking statements

This announcement accommodates forward-looking statements or statements which may be deemed to be forward-looking statements with respect to Fujitsu, ND Options and GK. Statements aside from historic info contained on this announcement could represent forward-looking statements. Ahead-looking statements embody “targets,” “plans,” “believes,” “expects,” “goals,” “intends,” “will,” “could”, “anticipates”, “estimates”, “tasks” and related phrases and phrases, or the adverse varieties thereof. Ahead-looking statements embody (i) future capital expenditures, bills, revenues, earnings, synergies, financial traits, indebtedness, monetary situation, dividend coverage, losses and projections; (ii) enterprise and administration methods and the potential synergies and enterprise growth and development that the takeover provide could carry to Fujitsu, ND Options, or GK; and (iii) the influence of any governmental regulation on the enterprise of Fujitsu or GK, together with statements concerning the influence of such regulation on the enterprise of Fujitsu or GK.

Ahead-looking statements are topic to dangers and uncertainties that will materially have an effect on anticipated outcomes and are based mostly on sure vital assumptions. Numerous components might trigger precise outcomes to vary materially from these assumed or implied within the forward-looking statements. In mild of such uncertainties and dangers, you might be cautioned to not place undue reliance on forward-looking statements, that are related solely as of the date they’re made. Neither Fujitsu, ND Options nor GK undertakes any obligation to replace any forward-looking statements or different statements contained on this announcement, besides as required by relevant legislation.

Not one of the statements contained or referred to on this announcement are made as a revenue forecast.

Sectors: Cloud & Enterprise

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