Bidder now holds 89.26% of Vantage Towers AG - squeeze-out might follow

by Attorney-at-law Martin Arendts, M.B.L.-HSG

According to a voting rights announcement, published today at 5:31 p.m., the bidder Oak Holdings GmbH now holds 89.26% of Vantage Towers AG. Therefore, only 0.74% are still missing to exceed the threshold for a squeeze-out under merger law (90%). Despite Elliott's intervention and in view of the recent delisting offer at EUR 32, a squeeze-out is thus relatively likely in the near future.

Elliott buys shares: https://spruchverfahren.blogspot.com/2023/02/aktivist-elliott-steigt-bei-vantage.html

Singer/Elliott holds 4.39% directly after today's voting rights announcement, another 3.08% via instruments, together thus 7.47% (and thus 2.53% away from a blockade). It should be noted that according to the voting rights announcement, the "instruments" held by Elliott run until October or November 2026, but only provide for a cash settlement ("cash settled equity swap").

Delisting Offer: https://spruchverfahren.blogspot.com/2023/03/vantage-towers-ag-abschluss-eines.html

As part of the conclusion of a domination and profit transfer agreement (DPTA) announced today, Vantage Towers minority shareholders will only be offered a cash settlement of EUR 27.85, so EUR 32 per share might sound more interesting in the short term. On the other hand, the shares have recently been trading mostly above EUR 33. This looks a bit like psychological warfare. It remains exciting to see how the voting rights will change after the normal (institutional) investors have left the company due to the delisting.

Vantage Towers AG: Co-Control partnership of Vodafone, GIP and KKR sealed: Vantage Towers AG with new ownership structure

Press release

- Oak Holdings GmbH, the co-control partnership of Vodafone, GIP and KKR, to hold 89.3% of Vantage Towers AG

- De-listing of Vantage Towers AG agreed

- Domination and profit and loss transfer agreement with Oak Holdings GmbH resolved – extraordinary general meeting to vote on agreement on 5 May 2023

- Termination and redemption of all outstanding notes

Düsseldorf, 23 March 2023 – Vantage Towers AG (“Vantage Towers”) operates under a new ownership structure: Vodafone Group Plc (“Vodafone”) today announces the completion of its co-control partnership for Vantage Towers with a consortium of long-term infrastructure investors led by Global Infrastructure Partners (GIP) and KKR.

The accompanying voluntary public takeover offer was also completed with Oak Holdings GmbH (“Oak Holdings”) now owning 89.3% of the shares in Vantage Towers.

Vivek Badrinath, CEO of Vantage Towers: “We welcome our new shareholders who together with Vodafone will support Vantage Towers in the next phase of growth and further strengthen its position as one of the leading tower companies in Europe.”

Delisting agreement reached

As announced on 20 March 2023, Oak Holdings and Vantage Towers have entered into a delisting agreement. Oak Holdings will make a tender offer to all shareholders of Vantage Towers at a price of €32 per share. Following the publication of the offer document for the delisting acquisition offer, the Management Board and the Supervisory Board will issue a reasoned statement.

Conclusion of a domination and profit and loss transfer agreement

Furthermore, Vantage Towers has today – with the approval of the Supervisory Board – concluded a control and profit transfer agreement pursuant to §§ 291 et seq. AktG with Oak Holdings GmbH. The agreement is intended to simplify the cooperation between Vantage Towers and Oak Holdings and to improve the exchange of information within the group.

The domination and profit and loss transfer agreement requires the approval of the Annual General Meeting of Vantage Towers. For this purpose, an extraordinary general meeting is scheduled to be held in Düsseldorf on 5 May 2023.

Pursuant to the domination and profit and loss transfer agreement, Oak Holdings will make a compensation offer to the minority shareholders of Vantage Towers in accordance to section 305 AktG in the amount of € 27.85 per share. For the minority shareholders, an annual compensation payment pursuant to section 304 AktG in the amount of €1.60 (gross) or, at current taxation, €1.49 net per Vantage Towers share is provided for.

The draft domination and profit and loss transfer agreement as well as the joint report of the Management Board of Vantage Towers AG and the management of Oak Holdings GmbH on the draft agreement, including the expert opinion of Grant Thornton AG Wirtschaftsprüfungsgesellschaft, Düsseldorf, as well as the audit report of the contract auditor, will be published together with the notice of the Extraordinary General Meeting of Vantage Towers AG at https://www.vantagetowers.com/de/investoren/annual-general-meeting-de.

Termination and Redemption of all outstanding notes

In addition, the Management Board of Vantage Towers AG has today decided to call all outstanding notes and redeem them early. Vantage Towers has secured the necessary financing to enable the full repayment of these bonds.

Vantage Towers AG: Resolutions of the Management Board and of the Supervisory Board on the conclusion of a domination and profit and loss transfer agreement

Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014 (Market Abuse Regulation)

Vantage Towers AG ad hoc announcement: 

- Resolutions of the Management Board and of the Supervisory Board on the conclusion of a domination and profit and loss transfer agreement pursuant to Sections°291 et seq. German Stock Corporation Act (AktG) between Vantage Towers AG and Oak Holdings GmbH with a cash compensation offer in the amount of EUR°27.85 and a guaranteed dividend payment in the gross amount of EUR°1.60 per share, respectively.

- Vantage Towers AG will voluntarily redeem early all of its outstanding Notes.

Düsseldorf, 23rd March 2023 – Following the completion of the transaction (described in more detail in the ad hoc announcement dated November 9, 2022) between Vodafone GmbH and the consortium consisting of Global Infrastructure Partners (GIP) and KKR ("Transaction") and of the voluntary take-offer offer, the Management Board, with the consent of the Supervisory Board, has approved the conclusion of a domination and profit and loss transfer agreement pursuant to Sections°291 et seq. AktG between Vantage Towers AG as the controlled company and Oak Holdings GmbH as the controlling company on the basis of a draft agreement agreed between the parties. Oak Holdings GmbH will, according thereto, offer to the outside shareholders to acquire their shares against payment of a cash compensation amount pursuant to Section 305 AktG in the amount of EUR°27.85 per Vantage Towers AG share. The guaranteed dividend payment for the outside shareholders pursuant to Section°304 AktG shall amount to EUR°1.60 gross (EUR°1.49 after deduction of corporate income tax (including solidarity surcharge)) per Vantage Towers AG share.

The amounts for the compensation amount and the guaranteed dividend in the draft domination and profit and loss transfer agreement were determined on the basis of an expert opinion on the enterprise value of Vantage Towers AG prepared by Grant Thornton AG Wirtschaftsprüfungsgesellschaft, Düsseldorf ("GT"). GT was commissioned as an independent expert by both contracting parties to carry out the company valuation of Vantage Towers AG and to determine the appropriate cash compensation pursuant to Section 305 AktG and the appropriate guaranteed dividend payment pursuant to Section 304 AktG. The contract review by the court-appointed joint contract auditor, I-ADVISE AG Wirtschaftsprüfungsgesellschaft, Düsseldorf ("contract auditor") is still ongoing. However, the court-appointed contract auditor has confirmed a compensation payment and a guaranteed dividend payment in the afore-mentioned amounts as appropriate according to the current status of the audit.

In addition to the approval of the shareholders' meeting of Oak Holdings GmbH, the domination and profit and loss transfer agreement requires the approval of the General Meeting (Hauptversammlung) of Vantage Towers AG in order to become effective, which is expected to be resolved upon in the context of an extraordinary General Meeting on May 5, 2023. It is intended to conclude the domination and profit and loss transfer agreement after approval by the General Meeting of Vantage Towers AG. The domination and profit and loss transfer agreement also requires entry in the commercial register to become effective.

The draft domination and profit and loss transfer agreement as well as the joint report of the Management Board of Vantage Towers AG and the management of Oak Holdings GmbH on the draft agreement, including the expert opinion of GT as well as the audit report of the contract auditor, will be published together with the notice of the extraordinary General Meeting of Vantage Towers AG.

It is clarified that the planned conclusion of the domination and profit and loss transfer agreement will be pursued independently of the revocation of the admission and termination of trading of the Vantage Towers AG shares (delisting) announced on March 20, 2023, following a delisting acquisition offer announced by Oak Holdings GmbH.

In addition, today the Management Board of Vantage Towers AG resolved, with the consent of the Supervisory Board, to redeem all outstanding notes with a nominal value of (i) EUR 750.00 million maturing on March 31, 2025 (ISIN DE000A3H3J14), (ii) EUR 750.00 million maturing on March 31, 2027 (ISIN DE000A3H3J22) and (iii) EUR 700.00 million maturing on March 31, 2030 (ISIN DE000A3H3J30), subject to compliance with the maximum notice period of 60 days pursuant to §°4 (c)(i) and (d) of the terms and conditions of the notes (“Early redemption at the option of the Issuer”). Repayment of the notes is expected to occur in the week starting on May 22, 2023. Vantage Towers AG has secured the financing necessary for the early redemption of all three notes. Notice of the redemption will be given to the noteholders without undue delay in accordance with § 11 of the terms and conditions of the notes. Interest payments on the notes due March 31, 2027 and March 31, 2030 will be made on March 31, 2023, as provided for in the terms and conditions of the notes.

EQT Private Equity exceeds minimum acceptance threshold in takeover offer for va-Q-tec

- EQT Private Equity secures more than 70 percent of all shares in va-Q-tec

-Together with va-Q-tec’s management team, EQT Private Equity and co-investors Mubadala and Cinven believe they can establish a global competitive force in high-performance thermal insulation and, via a combination with their portfolio company Envirotainer, a one-stop-shop offering for customers needing mission critical pharma transport services

- The Bidder has committed to investing in va-Q-tec’s further growth through a capital increase announced by the Company

- The Bidder intends to enter into a domination and profit and loss transfer agreement with va-Q-tec and to pursue a delisting of the Company

Frankfurt, 17 February 2023 – Fahrenheit AcquiCo GmbH (the “Bidder”), a holding company controlled by the EQT X fund (“EQT Private Equity”), supported by co-investors Mubadala Investment Company PJSC (“Mubadala”) and the Sixth Cinven Fund (“Cinven”), has exceeded the minimum acceptance threshold of 62.5 percent of all issued shares for its voluntary public takeover for va-Q-tec AG (“va-Q-tec” or the “Company”; ISIN: DE0006636681) (the “Takeover Offer”), securing more than 70 percent of all issued shares including the shares held by va‑Q‑tec’s founding families. The final result of the initial acceptance period will be announced on 21 February 2023.

Shareholders of va-Q-tec that have not yet accepted the Takeover Offer can tender their shares during the additional acceptance period for EUR 26.00 per share in cash. The additional acceptance period is expected to commence on 22 February 2023 and end at midnight (CET) on 7 March 2023.

Matthias Wittkowski, Partner within EQT Private Equity’s Advisory Team, said: “We are excited to be partnering with va-Q-tec’s management team to support the Company on achieving its full potential as a private company. Together, we aim on establishing a global force in high-performance thermal insulation and, via a combination with our portfolio company Envirotainer, a one-stop-shop offering for customers needing mission critical pharma transport services. We are pleased that this growth strategy has received the support of va-Q-tec’s shareholders and look forward to working with the Company’s management team and our co-investors to support va-Q-tec on delivering accelerated, sustainable growth.”

Dr. Joachim Kuhn, founder and CEO of va-Q-tec, said: “The Management Board and the founding families, who remain invested, are very pleased that the plans for the future with EQT have received such broad support from the shareholders by accepting the takeover offer. In EQT we gain a financially strong and entrepreneurial partner which shares our vision and supports the company’s long-term development and growth. This is very good news for va-Q-tec as a company, for our workforce, for the regions of both Würzburg and Kölleda in Thuringia, as well as for our ten subsidiaries all over the world.”

Background to the offer

EQT Private Equity, supported by co-investors Mubadala and Cinven, launched the Takeover Offer for va-Q-tec, a premium provider of thermal energy efficiency and temperature-controlled supply chain solutions, on 16 January 2023. The Takeover Offer, which was recommended by the management and supervisory boards of va-Q-tec in the boards’ joint reasoned statement, is made in partnership with the founding families around Dr. Joachim Kuhn, va-Q-tec’s founder and CEO, and Dr. Roland Caps, founder and former Head of Research and Development. Together the founding families hold approximately 26 percent of the Company’s current share capital and agreed to participate in the transaction by reinvesting a majority of their current participation.

Having reached the minimum acceptance threshold, EQT Private Equity and the co-investors look forward to strategically enabling va-Q-tec to realize its full potential. Together with the va-Q-tec management team, they will focus on growing va-Q-tec’s multi-end market products business, thereby doubling down on the Company’s historically core USP in thermal energy efficiency to establish a global player in high-performance thermal insulation. Additionally, the group plans to combine va-Q-tec’s pharma-focused business and EQT Private Equity, Mubadala and Cinven-owned Envirotainer to create a one-stop-shop product offering that the Bidder and va-Q-tec believe will be well suited to servicing customer demands for mission critical temperature-controlled supply chain solutions for pharmaceuticals. As part of the transaction, the Bidder also has committed to investing in va-Q-tec’s further growth through a capital increase announced by the Company.

The Takeover Offer is based on a Business Combination Agreement entered into by the Bidder and the Company on 13 December 2022 that underscores the partnership approach, responsible nature of the Takeover Offer, and focus on maintaining the entrepreneurial spirit of the Company to ensure it delivers accelerated and sustainable growth. It also governs the envisaged combination of va-Q-tec’s pharma-focused business with Envirotainer.

Closing of the Takeover Offer, which remains subject to receipt of the requisite merger control clearances, is currently expected to occur by Q2 2023. Following closing of the Takeover Offer, the Bidder intends to enter into a domination and profit and loss transfer agreement with va-Q-tec and to pursue a delisting of the Company.

With this acquisition, EQT X (target fund size of EUR 20.0 billion and hard cap of EUR 21.5 billion) is expected to be 10-15 percent invested (including closed and/or signed investments, announced public offers, if applicable, and less any expected syndication) based on its target fund size, subject to customary regulatory approvals.

EQT Private Equity is supported by UBS Europe SE as its sole financial advisor and by Milbank as legal advisor. Mubadala is supported by Cleary Gottlieb as legal advisor.

Pfeiffer Vacuum Technology AG: Domination and Profit and Loss Transfer Agreement Pursuant to Sections 291 et seqq. AktG Concluded between Pfeiffer Vacuum Technology AG and Pangea GmbH

Disclosure of an inside information according to Article 17 of Regulation (EU) No 596/2014

Asslar, 14 March 2023. Today the Management Board of Pfeiffer Vacuum Technology AG (Pfeiffer Vacuum) has concluded a domination and profit and loss transfer agreement pursuant to sections 291 et seqq. of the German Stock Corporation Act (AktG) between Pfeiffer Vacuum as the controlled company and Pangea GmbH (Pangea) as the controlling company. Prior, the Supervisory Board of Pfeiffer Vacuum had already consented to the conclusion of this agreement. Pangea, a wholly-owned subsidiary of Busch SE currently holds about 62.7 per cent of the shares in Pfeiffer Vacuum. In addition, Busch SE holds about 0.96 per cent of the shares in Pfeiffer Vacuum.

The domination and profit and loss transfer agreement still requires the consent of the annual general meeting of Pfeiffer Vacuum, which is planned for May 2, 2023 in Frankfurt am Main and the consent of the shareholder's meeting of Pangea, which is planned for April 28, 2023.

In the domination and profit and loss transfer agreement, Pangea is offering to acquire the shares of the outside Pfeiffer Vacuum Shareholders in return for cash compensation pursuant to section 305 AktG in the amount of EUR 133.07 per share. This amount exceeds the value of EUR 125.70 per share that was calculated for Pfeiffer Vacuum by the independent valuation expert Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Stuttgart, (Ebner Stolz) on the basis of the IDW S1 company evaluation standard and was confirmed by the court-appointed contract auditor I-Advise AG, Düsseldorf, (I-Advise), by 5.86%. The Management Board of Pfeiffer Vacuum and the Management of Pangea agreed on the amount of compensation on the basis of the expert opinion, inter alia.

The cash compensation corresponds to the volume-weighted average stock market price of the Pfeiffer Vacuum share of EUR 133.07 per share calculated by the Federal Financial Supervisory Authority (BaFin) in the relevant three-month period up to and including November 5, 2022. On November 6, 2022, Pfeiffer Vacuum has received a notification from Pangea informing it about the unconditional intent of Pangea to conclude a domination and profit and loss transfer agreement with Pfeiffer Vacuum as the controlled company and Pangea as the controlling company with the right to transfer profits including the intention to commence negotiations in the short term.

In addition, the domination and profit and loss transfer agreement provides for an annual recurring compensation payment for the outside shareholders pursuant to section 304 AktG in the amount of EUR 7.93 gross (EUR 7.32 net at current tax rates) per share.

Both the domination and profit and loss transfer agreement and the joint report of the Pfeiffer Vacuum Management Board and the Management of Pangea on the agreement, including the expert opinion of Ebner Stolz and the audit report of the court-appointed auditor, I-Advise AG, will be published on the internet at https://group.pfeiffer-vacuum.com/agm in the next few days together with the invitation to the annual general meeting of Pfeiffer Vacuum.

KROMI: Annual General Meeting approves squeeze-out request

Corporate News

Hamburg, February 28, 2023 – KROMI Logistik AG successfully held its Annual General Meeting for the 2021/2022 fiscal year on Monday, February 27, 2023. After virtual general meetings in the past two years, this event was again held in presence. Including postal votes, the attendance of the registered share capital amounted to 97.84%. All agenda items were passed.

During the Annual General Meeting, the Managing Board reported in detail to the shareholders present on the operating and strategic growth of KROMI Logistik AG during the 2021/2022 fiscal year and in the first half of 2022/2023. The actions of the members of the Managing and Supervisory boards in the 2021/2022 fiscal year were approved by the AGM. At the same time, the AGM also approved the remuneration report for the 2021/2022 fiscal year. In addition, the General Meeting followed the management’s proposal and re-elected Prof. Dr. Eckart Kottkamp to KROMI’s Supervisory Board. Furthermore, Grant Thornton AG Wirtschaftsprüfungsgesellschaft, Düsseldorf, was elected as the new auditor of both the separate and the consolidated financial statements.

The motion of the majority shareholder, Investmentaktiengesellschaft für langfristige Investoren TGV, Bonn, to transfer the shares of the remaining shareholders (minority shareholders) to itself in return for appropriate cash compensation in accordance with Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz) (“squeeze-out”) was approved by the AGM with 97.85% of the votes cast.

The voting results of the Annual General Meeting can be viewed at https://ir.kromi.de/websites/kromi/English/4000/annual-general-meeting.html.

Company profile:

KROMI is a manufacturer-independent specialist in optimising tool availability and tool deployment, especially technologically advanced machining tools for metal and plastics processing in machining operations. As a trustworthy and transparent partner to manufacturing industry, KROMI combines machining technology, data management, streamlined logistics processes and tools wholesaling to form compelling all-round solutions. Thanks to interconnected tool dispensers in customers’ production areas in combination with digital inventory controlling, KROMI ensures the optimal utilisation and availability of the requisite working resources at the right time and in the right place. KROMI’s activities aim to always offer maximum benefits for customers’ machining operations. This entails continuously analysing in detail processes on the customer side and identifying opportunities and potential improvements, in order to optimally integrate tool supplies with all requisite services. KROMI currently has sites in Germany, Slovakia, the Czech Republic, Spain and Brazil. KROMI is also active in seven further European countries. Visit us online at: www.kromi.de

Vantage Towers AG: Conclusion of a delisting agreement between Vantage Towers AG and Oak Holdings GmbH

Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014 (Market Abuse Regulation)

Vantage Towers AG ad hoc announcement:

Conclusion of a delisting agreement between Vantage Towers AG and Oak Holdings GmbH, and application for the revocation of the admission of Vantage Towers AG shares to the regulated market at Frankfurt stock exchange (Frankfurter Wertpapierbörse) and termination of the inclusion of Vantage Towers Shares in the open market (Freiverkehr).

Düsseldorf, 20th March 2023 – Today, the Management Board resolved, with the approval of Vantage Towers AG’s Supervisory Board, to enter into a delisting agreement with Oak Holdings GmbH and, based thereon, to file an application for the revocation of the admission of Vantage Towers AG’s shares to trading on the regulated market at Frankfurt stock exchange (Frankfurter Wertpapierbörse) (so-called delisting) and to apply for the termination of the inclusion of the shares in the Open Market (Freiverkehr). The delisting agreement is being entered after all conditions for Oak Holdings GmbH’s takeover offer to the shareholders of Vantage Towers AG have been met on 16 March 2023. Completion of the takeover offer and the joint venture among Vodafone GmbH and Oak Consortium GmbH, a holding company controlled by funds managed or advised by Global Infrastructure Partners and investment funds, vehicles and/or accounts advised and managed by various subsidiaries of KKR & Co. Inc., is expected for 22 March 2023.

According to the delisting agreement, Oak Holdings GmbH will offer the shareholders of Vantage Towers AG to acquire all of their shares (delisting acquisition offer). Oak Holdings GmbH has undertaken vis-à-vis Vantage Towers AG to offer a consideration of EUR 32.00 per Vantage Towers AG share in its delisting acquisition offer (subject to a voluntary increase). The delisting acquisition offer will not be subject to any conditions. Vantage Towers AG has undertaken in the delisting agreement, subject to the review of the published offer document and within the scope of and in compliance with its legal obligations, to support the delisting offer.

After the delisting becomes effective, the shares of Vantage Towers AG will no longer be admitted to trading and will no longer be traded on a domestic regulated market or a comparable market abroad. Trading of the shares in the open market (Freiverkehr) will also no longer be possible when the inclusion of the Vantage Towers shares there ends and is not re-established.

Linde plc: Linde Completes Delisting from Frankfurt Stock Exchange

Woking, UK, March 1, 2023 – Linde (NYSE: LIN) announced today that it has completed its intercompany reorganization resulting in the delisting of its shares from the Frankfurt Stock Exchange.

As of March 2, 2023, the new holding company, “Linde plc”, will be listed solely on the New York Stock Exchange and trade under the existing ticker “LIN”.

Per the announcement of February 23, 2023, Linde will now apply to the Irish High Court for a capital reduction for the purposes of creating distributable reserves under Irish law. The date of that court hearing shall be published on Linde’s website.

About Linde

Linde is a leading global industrial gases and engineering company with 2022 sales of $33 billion. We live our mission of making our world more productive every day by providing high-quality solutions, technologies and services which are making our customers more successful and helping to sustain, decarbonize and protect our planet.

The company serves a variety of end markets such as chemicals & energy, food & beverage, electronics, healthcare, manufacturing, metals and mining. Linde’s industrial gases and technologies are used in countless applications including production of clean hydrogen and carbon capture systems critical to the energy transition, life-saving medical oxygen and high-purity & specialty gases for electronics. Linde also delivers state-of-the-art gas processing solutions to support customer expansion, efficiency improvements and emissions reductions.

For more information about the company and its products and services, please visit www.linde.com

GK Software: Fujitsu announces voluntary public takeover offer | GK Software and Fujitsu enter into Business Combination Agreement | CEO Rainer Gläß to withdraw from the Company’s Executive Board in case of successful takeover

Corporate News of 1 March 2023

- Fujitsu announces offer to acquire all shares outstanding of GK Software at a price of EUR 190.00 per GK share

- Offer includes a premium of 31.0 % on the XETRA closing price on 28 February 2023, of 34.7 % on the volume-weighted average XETRA price of the last three months prior to the announcement

- Executive Board and Supervisory Board of GK Software welcome and support the announced offer; Business Combination Agreement between GK Software and Fujitsu specifies offer process and contains agreements on future cooperation if takeover is successful

- Both founders of GK Software, who together hold 40.65 percent of the shares, have entered into irrevocable undertakings with Fujitsu

- CEO Rainer Gläß will leave the Company’s Executive Board in the event of a successful takeover, but will remain with the Company in an advisory capacity as Honorary Chairman of the Supervisory Board

Fujitsu, one of the world's largest IT companies, today announced its decision to make a voluntary public takeover offer to the shareholders of GK Software SE ("GK" or the "Company") to acquire all shares outstanding of GK at a price of EUR 190.00 per GK share. The offer includes a premium of 31.0 % on the XETRA closing price on 28 February 2023 and a premium of 34.7 % on the volume-weighted average XETRA price of the last three months prior to the announcement. The offer is to be made by Fujitsu ND Solutions AG ("Bidder"), a wholly owned subsidiary of Fujitsu Ltd.

As a basis for the intended takeover offer, GK and Fujitsu have entered into a Business Combination Agreement, which specifies the offer process and contains agreements on the future cooperation in case of a successful takeover. This includes, among other things, agreements regarding the support of the corporate and growth strategies as well as the preservation of the autonomy of GK (inter alia exclusion of a domination agreement for at least two years), the future structure of corporate governance (including the appointment of an independent member to the Supervisory Board) and the continuation of Schöneck as the Company’s seat. After completion of the proposed takeover, it is also planned to set up a joint Coordination Committee to ensure the best possible implementation of the pursued transaction objectives.

The Executive Board and the Supervisory Board of GK, both of which have approved the conclusion of the Business Combination Agreement, welcome and support the announced offer. Subject to the careful review of the offer document and the fulfillment of their legal obligations, the Executive Board and the Supervisory Board of GK intend recommending to the shareholders of the Company to accept the takeover offer in their reasoned opinion to be published pursuant to section 27 of the German Securities Acquisition and Takeover Act ("WpÜG").

Fujitsu now has four weeks to submit the offer document to the German Federal Financial Supervisory Authority ("BaFin"). After review and approval by BaFin, Fujitsu will publish the offer document. Upon publication of the offer document, the acceptance period for the Company's shareholders will commence.

Fujitsu has announced that the takeover offer is subject to a minimum acceptance threshold of 55 % of the Company's share capital. In addition, it is subject to the granting of regulatory approvals and other customary market conditions.

The founders of the Company, Rainer Gläß and Stephan Kronmüller, have entered into irrevocable undertakings with the Bidder. In these agreements, they undertake to tender all GK shares held by them into the public takeover offer. In total, these are 924,049 GK shares, which corresponds to a share of approximately 40.65 % of the share capital of GK Software SE.

It was also agreed between CEO Rainer Gläß and GK Software that Mr. Gläß will withdraw from the Company's Executive Board if the takeover offer is successful. It is planned that in this case Mr. Gläß will assist the Company also in the future as Honorary Chairman of the Supervisory Board (“Ehrenvorsitzender”) in an advisory capacity. In the event of Mr. Gläß's withdrawal, the Supervisory Board intends to appoint members of the 2nd management level as members of the Executive Board. The current CFO of the Company, Mr. André Hergert, will remain with the Company as member of the Executive Board.

Rainer Gläß, CEO of GK Software, comments: "I welcome Fujitsu's offer and am pleased that GK's growth story will continue as part of one of the largest IT companies in the world. It was very important to Stephan Kronmüller and me to find a strategic partner for the company we founded, who will continue to develop GK and who fits with GK’s strategy and its employees. I am therefore convinced that this is the right step for the development and growth of the company and am tendering all my shares into the offer. In doing so, I would also like to give all shareholders a signal of confidence in Fujitsu's offer. I am very much looking forward to a new chapter in the history of the company that we founded together in 1990.”

Dr. Philip Reimann, Chairman of the Supervisory Board of GK Software SE, comments: “The Supervisory Board welcomes the offer announced by Fujitsu. In particular, we would like to expressly thank the CEO and founder of the Company, Rainer Gläß, for his decades of devoted and purposeful leadership of the company, which has made GK what it is today. In the event that the announced takeover bid is successfully completed and Mr. Gläß consequently steps down as a member of the Executive Board, we wish him every success, health and creative energy in his future work for the company and in other fields.”

The Bidder will make the offer document available on its website together with further information relating to the public takeover offer. The exact deadline for acceptance of the offer will also be published there. All relevant information and documents will also be published on the website of GK Software at https://investor.gk-software.com/en/takeover-offer.

Arma Partners LLP is acting as exclusive financial adviser to GK Software SE regarding the offer and has been mandated to provide a fairness opinion. The international law firm Freshfields Bruckhaus Deringer is acting as legal advisor to GK Software SE.

About GK Software SE

GK Software SE is a leading global provider of cloud solutions for the international retail industry and is one of the fastest growing companies in the industry. The basis for this 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, the Czech Republic, Switzerland, South Africa, Singapore, Australia and owns or has 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 EURO 130.8 million in 2021. GK was founded in 1990 by CEO Rainer Gläß and Stephan Kronmüller and is still founder-managed today. In addition to its headquarters in Schöneck, the group now operates 16 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 experience.

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