GK Software SE ("GK" or "Company") has today entered into a Delisting Agreement with Fujitsu Ltd. (tse:6702) and its wholly owned subsidiary, Fujitsu ND Solutions AG ("Bidder"). Based on this agreement, the filing of an application for the revocation of the admission of the GK Shares to trading on the regulated market (so-called delisting) shall take place; in addition, commercially reasonable measures shall be taken which are necessary and possible for the Company to terminate the inclusion of the GK shares for trading on the open market (Freiverkehr).
In accordance with the provisions of the Delisting Agreement, the Bidder will today publish its decision to make a public delisting offer (öffentliches Delisting-Erwerbsangebot) against a cash consideration to the shareholders of GK to acquire all shares in GK not already directly held by the Bidder against payment of a cash consideration in the amount of EUR 190.00 per GK Share. The amount of the delisting offer will thus be equivalent to the amount of the consideration of the voluntary public takeover offer based on the Bidder's offer document dated 23 March 2023. According to the Bidder's notification dated 25 April 2023, the takeover offer has so far been accepted for a total of 1,490,328 GK Shares; this corresponds to a share of approximately 65.57 % of the existing voting rights of GK. The additional acceptance period for the voluntary public takeover offer will run until 9 May 2023, 24:00 hours (local time Frankfurt am Main).
The Executive Board and the Supervisory Board of GK, both of which have approved the conclusion of the Delisting Agreement, welcome and support the announced delisting offer by Fujitsu. Subject to the careful review of the public delisting offer document and the fulfilment of their legal obligations, the Executive Board and the Supervisory Board of GK intend to recommend to the shareholders of the Company to accept the offer in their joint reasoned statement to be published pursuant to section 27 of the German Securities Acquisition and Takeover Act ("WpÜG").
The further process is specified in the Delisting Agreement. The agreement also contains provisions to secure the (re-)financing of the Company after the delisting and thus also protective measures in favour of the GK Group after the revocation of the stock exchange listing.
After the revocation of the stock exchange listing becomes effective, the shares of GK will no longer be admitted for trading or be traded on a domestic regulated market or on a comparable foreign market.
GK Software SE
Waldstraße 7
08261 Schöneck
Germany
WKN 757142
ISIN DE0007571424
Listed: Frankfurt (Prime Standard)
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