Fujitsu Announces The Acquisition of GK Software Through a Voluntary Public Takeover Offer

Fujitsu Limited announces the signing of a Business Combination Agreement with GK Software SE, a leading global provider of cloud services for the international retail industry, headquartered in Schoeneck, Germany. In conjunction, Fujitsu ND Solutions AG (ND Solutions), a direct wholly-owned subsidiary of Fujitsu, announced its decision to launch a voluntary public takeover offer for the acquisition of all outstanding shares of GK.

GK shareholders will be offered a cash consideration of EUR 190.00 per share. The offer price represents a premium of 34.7% to the XETRA volume-weighted average share price of GK in the last three months prior to (and including) 28 February 2023, a premium of 31.0% to the XETRA closing price of 28 February 2023, and a premium of 10.5% to GK’s all-time high price so far of EUR 172.00.

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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 Board of GK welcome and support the takeover offer

The Executive Board and the Supervisory Board of GK welcome and support the takeover offer. The proposed transaction provides an attractive price for GK shareholders. In addition, it will allow GK to continue to thrive in the cloud services for retail space and to better serve its customers. Subject to the review of the offer document and the fulfilment of their legal obligations, the Executive Board and the Supervisory Board of GK intend to recommend GK shareholders to accept the takeover offer.

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Yoshinami Takahashi, EVP and vice head of Global Solution Business Group comments: “This proposed acquisition is an important step in accelerating Uvance, a pillar of Fujitsu’s growth strategy, which will revitalize and transform Fujitsu’s business portfolio to make it more competitive. Fujitsu Uvance builds on our core strengths as a DX company and, through our solutions and services, provides value to customers while making a positive contribution towards solving crucial societal issues. Fujitsu’s strong development and delivery capabilities paired with GK dedication to innovation will enable both companies to serve their international customer base more holistically and bring new offerings to customers, both in Japan and across our international regions.”

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 Japan, Asia, the Americas, and Europe. Fujitsu also intends to offer GK access to its enhanced technologies such as Artificial Intelligence (AI) and High-Performance Computing (HPC).

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