GK shareholders will be offered a cash consideration of
GK's founders and major shareholders, Rainer Gläß (also CEO) and Stephan Kronm ü ller, support the transaction and have entered into irrevocable undertakings with ND Solutions regarding their GK shares. Consequently, Fujitsu has already secured 40.65% of the total share capital of GK.
Fujitsu Executive Board and Supervisory
The Executive Board and the Supervisory
Yoshinami Takahashi, EVP and vice head of
Rainer Gläß, CEO of GK comments: "I welcome Fujitsu's offer and am pleased that GK's growth story will continue within the framework of one of the largest IT companies worldwide. Stephan Kronm ü ller and I founded the company and now, after more than 30 successful years, it was very important to us, to find a strategic partner that would further develop GK. With Fujitsu we have found a partner whose strategy and company culture fits very well with GK and its employees. I am therefore convinced that this is the right step for the continuation and growth of the company and, just as Stephan Kronm üller, I am contributing my shares completely to the offer. In doing so, I would also like to send a signal of confidence to all GK shareholders in Fujitsu's offer. I am very much looking forward to this new chapter in the history of the company that the two of us founded in 1990 and accompanying GK on an advisory basis, in case of a successful takeover, in a new role as Honorary Chairman of the Supervisory Board."
The proposed transaction will accelerate Fujitsu's shift towards Cloud / Software-as-a-Service (SaaS) and expand its global reach with new Digital Transformation offerings
This proposed transaction is part of a global strategy to accelerate Fujitsu's standing as a digital transformation enterprise, strengthen its services, and help to grow and realize its purpose. It also provides the basis for a business partnership with GK, known for their ability to deliver highly flexible SaaS and cloud-based DX solutions to customers. Fujitsu intends to support GK to accelerate its international expansion in
Details of the takeover offer
The completion of the takeover offer will be subject to a minimum acceptance threshold of 55% of GK's share capital (including shares already secured under irrevocable undertakings) and certain customary conditions, including clearances under merger control as well as foreign investment control proceedings in
Following the completion of the takeover offer, ND Solutions intends to examine whether to initiate a delisting of GK. In case of a corresponding request, the executive board of GK has agreed to support this process.
Fujitsu has committed in the Business Combination Agreement in a legally binding manner not to enter into a
domination and/or profit and loss transfer agreement with GK for at least two years upon closing of the takeover offer. In doing so, Fujitsu has also committed not to cause GK to relocate the registered office or headquarters of the Schoeneck,
Fujitsu intends funding the takeover offer with existing cash.
The takeover offer will be made pursuant to the terms and conditions set out in the offer document to be approved by the
About Fujitsu
Fujitsu's purpose is to make the world more sustainable by building trust in society through innovation. As the digital transformation partner of choice for customers in over 100 countries, our 124,000 employees work to resolve some of the greatest challenges facing humanity. Our range of services and solutions draw on five key technologies: Computing, Networks, AI, Data & Security, and Converging Technologies, which we bring together to deliver sustainability transformation.
Find out more: www.fujitsu.com/
Fujitsu's Commitment to the
The
About GK Software SE
GK Software SE is a leading global provider of cloud solutions for the international retail industry and one of the fastest growing companies in its field. The cornerstones of the company 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,
Further information about the company: www.gk-software.com/
Important notice
This announcement is for information purposes only and does not constitute an invitation to make an offer to sell GK securities. This announcement does not constitute an offer to purchase GK securities and is not for the purposes of Fujitsu making any representations or entering into any other binding legal commitments. Investors and holders of GK securities are strongly advised to read the relevant documents regarding the takeover offer, when available, because they contain important information. In addition, holders of GK securities 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 documents and with regard to the takeover offer.
The publication, sending, distribution or dissemination of this announcement in certain jurisdictions other than
This announcement is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
If you are a resident of
The intended takeover offer is being made for the securities of a German company and is subject to German disclosure requirements, which are different from those of
To the extent permissible under applicable law or regulation, ND Solutions and its affiliates or brokers (acting as agents for ND Solutions 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 intended takeover offer, directly or indirectly purchase, or arrange to purchase, shares of GK, that may be the subject of the takeover offer, or any securities that are convertible into, exchangeable for or exercisable for shares of GK. Any such purchases, or arrangements to purchase, will comply with all applicable German rules and regulations and Rule 14e-5 under the
Forward-looking statements
This announcement contains forward-looking statements or statements that may be deemed to be forward-looking statements with respect to Fujitsu, ND Solutions and GK. Statements other than historical facts contained in this announcement may constitute forward-looking statements. Forward-looking statements include "targets," "plans," "believes," "expects," "aims," "intends," "will," "may", "anticipates", "estimates", "projects" and similar words and phrases, or the negative forms thereof. Forward-looking statements include (i) future capital expenditures, expenses, revenues, earnings, synergies, economic trends, indebtedness, financial condition, dividend policy, losses and projections; (ii) business and management strategies and the potential synergies and business expansion and growth that the takeover offer may bring to Fujitsu, ND Solutions, or GK; and (iii) the impact of any governmental regulation on the business of Fujitsu or GK, including statements regarding the impact of such regulation on the business of Fujitsu or GK.
Forward-looking statements are subject to risks and uncertainties that may materially affect expected results and are based on certain important assumptions. A number of factors could cause actual results to differ materially from those assumed or implied in the forward-looking statements. In light of such uncertainties and risks, you are cautioned not to place undue reliance on forward-looking statements, which are relevant only as of the date they are made. Neither Fujitsu, ND Solutions nor GK undertakes any obligation to update any forward-looking statements or other statements contained in this announcement, except as required by applicable law.
None of the statements contained or referred to in this announcement are made as a profit forecast.
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