Fujitsu Succeeds With its Takeover Offer for GK Software

Fujitsu has secured 65.57% of all shares exceeding the minimum acceptance threshold of 55% at the end of initial acceptance period.

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Fujitsu ND Solutions AG (“ND Solutions”), a direct wholly-owned subsidiary of Fujitsu Limited (“Fujitsu”) announces the success of its public takeover offer for GK Software. At the expire of the initial acceptance period, a total of 1,490,328 shares representing 65.57% of the share capital have been tendered, above the minimum threshold of 55%. With this milestone, all conditions, including clearances under merger control as well as foreign investment control proceedings in Germany were achieved. Closing of the takeover offer is currently expected to occur by May 25, 2023.

Minority shareholders who have not yet accepted the offer can tender their shares at a price of EUR 190.00 per share, during the additional acceptance period that will run from April 26, 2023 to May 9, 2023. Shareholders must submit a declaration of acceptance to their custodian bank for the takeover offer by ND Solutions and instruct their custodian bank to affect the booking of their GK Software shares, for which they wish to accept the offer, into the ISIN DE000A2GSYK2. All relevant information regarding the acceptance of the offer during the additional acceptance period are set out in the offer document which is available on the offer website at: www.nd-offer.de.

The management board and supervisory board of GK Software support in their joint reasoned statement the takeover offer as in the best interest of GK Software, its shareholders, employees and other stakeholders.

Following the additional acceptance period, ND Solutions may consider 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 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.

Fujitsu’s Commitment to the Sustainable Development Goals

The Sustainable Development Goals (SDGs) adopted by the United Nations in 2015 represent a set of common goals to be achieved worldwide by 2030. Fujitsu’s purpose – “to make the world more sustainable by building trust in society through innovation” – is a promise to contribute to the vision of a better future empowered by the SDGs.


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