EQS-News: GK Software SE publishes joint reasoned statement of the Management Board and the Supervisory Board on the voluntary public takeover offer by Fujitsu ND Solutions AG

• Joint reasoned statement of the Management Board and Supervisory Board on the voluntary public takeover offer advises the shareholders of GK Software SE to accept the offer
• Offer is in the best interest of the Company, its shareholders, employees and other stakeholders, and offer consideration of 190 euros per GK Software Share is fair and adequate

The Management Board and the Supervisory Board of GK Software SE ("GK Software" and the "Company") have today published a joint reasoned statement on the voluntary public takeover offer of Fujitsu ND Solutions AG (the "Bidder") to all shareholders of GK Software SE (the "Offer") pursuant to section 27 of the German Securities Acquisition and Takeover Act ("WpÜG") (the "Statement"). The Statement states that the Management Board and the Supervisory Board have each independently reviewed and evaluated the Offer Document published by the Bidder and the terms and conditions of the Offer. In doing so, they have come to the conclusion that the Offer is in the best interest of the Company, its shareholders, employees and other stakeholders. The Management Board and the Supervisory Board are also of the opinion that the offer consideration of 190.00 euros per GK Software share is fair and adequate. Against this background, the Management Board and the Supervisory Board support the Offer and recommend the GK Software shareholders to accept it.

For the valuation, the Management Board and the Supervisory Board considered, in particular, the premium on the historical share prices of the Company and also compared these with the share price targets of financial analysts. For the assessment of the fairness of the offer consideration, the Management Board and the Supervisory Board also used an opinion from financial perspective of Arma Partners as the Company’s financial advisor. The offer price of EUR 190.00 per share includes a premium to the stock exchange closing price of the GK Software share on 28 February 2023, the last stock exchange trading day prior to the publication of the decision to launch the takeover offer pursuant to section 10 WpÜG, of EUR 45.00 or 31.03%. The volume-weighted average stock exchange price in the three-month period prior to and including 28 February 2023, the last stock exchange trading day prior to the publication of the decision to launch the takeover offer, was EUR 141.10 per GK Software share. In relation to this average share price, the offer price contains a premium of EUR 48.90 or 34.66%. The average price target of the analysts, which is distant in time, is sufficiently close to the offer price, and it must be considered that these analyses are based on assumptions that differ slightly positively from the Company’s preliminary financial figures for the fiscal year 2022 published on 3 April 2023.

According to the offer document, the Bidder and Fujitsu Limited fully support the Company’s current growth strategy. The intended measures and objectives have already been agreed to a large extent in a Business Combination Agreement, in which Fujitsu Limited, the sole shareholder of the Bidder, and the Bidder on the one hand and GK Software, on the other hand, have agreed on the future cooperation in more detail.

The shareholders of GK Software may accept the Offer of the Bidder since the publication of the Offer Document on 23 March 2023. The acceptance period is expected to end on 20 April 2023 at 24:00 hours (local time Frankfurt am Main). The additional acceptance period will presumably commence on 26 April 2023 and end on 9 May 2023 at 24:00 hours (local time Frankfurt am Main).

The success of the offer is conditional upon the occurrence of customary closing conditions and the achievement of the minimum acceptance threshold of 55 percent. At the time of the submission of the joint reasoned statement, the closing conditions regarding the foreign trade clearance of the transaction in Germany, and the merger control clearance of the transaction in Germany had already been met.

The Bidder has already secured approximately 40.65% of the shares in the current share capital under irrevocable undertakings with the two founders and major shareholders of the Company. The detailed terms and conditions of the Offer, as well as the closing conditions, can be found in the Offer Document of the Bidder.

This statement is available free of charge from GK Software SE, Investor Relations, Waldstraße 7, 08261 Schöneck, Germany, phone: +49 800 0005697, fax: +49 37464 8415, inquiries by e-mail to: [email protected].

In addition, the statement can be viewed on the Internet at https://investor.gk-software.com/en/takeover-offer in German and as a non-binding English translation.

Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB acts as legal advisor to GK Software.

About GK SoftwareAbout 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, Aldi, Coop (Switzerland), Edeka, Grupo Kuo, Hornbach, HyVee, Lidl, Migros, Netto Marken-Discount and Walmart International. GK has subsidiaries in the U.S., France, Czech Republic, Switzerland, South Africa, Singapore, Australia and holds ownership or 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 130.8 million EURO in 2021. GK was founded in 1990 by CEO Rainer Gläß and Stephan Kronmüller (Deputy CEO) and is still founder-managed today. In addition to its headquarters in Schöneck, the group now operates 15 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 experiences. 

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

Contact:

Investor Relations

GK Software SE

Dr. René Schiller

Phone: +49 (0)37464-84-264

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

E-mail: [email protected]

Contact:

Investor Relations

GK Software SE

Dr. René Schiller

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

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

E-mail: [email protected]