Fujitsu Successfully Completes Public Takeover Offer Of GK Software

Fujitsu Limited today announces the successful completion of its public takeover offer of GK Software SE, a leading global provider of cloud services for the international retail industry, headquartered in Schoeneck, Germany. By way of the takeover offer, and on-market purchases, Fujitsu, via Fujitsu ND Solutions AG, a direct wholly-owned subsidiary of Fujitsu, acquired [68.03]% of the total share capital of GK.

Fujitsu has committed in the Business Combination Agreement in a legally binding manner 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.

The completed transaction will accelerate Fujitsu's shift towards Cloud / Software-as-a-Service (SaaS) and expand its global reach with new Digital Transformation offerings

The completed 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).

Details on the delisting offer

On May 2, 2023, ND Solutions announced the decision to launch a delisting offer for the shares of GK Software. The Executive Board and Supervisory Board of GK Software, both of which have approved the conclusion of a delisting agreement, welcome and support the delisting offer. The delisting offer will be made pursuant to the terms and conditions set out in the offer document to be approved by the German Federal Financial Supervisory Authority (BaFin). The offer document will be published following approval by BaFin, at which point the acceptance period for the delisting offer will commence. The offer document and other information pertaining to the delisting offer will be made available in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und "bernahmegesetz" WpUG) on the following website: www.nd-offer.de.

For more information, visit https://pr.fujitsu.com/jp/news/2023/05/en/16.pdf.

About Fujitsu

Fujitsu's purpose is to make the world more sustainable by building trust in society through innovation. As the digital transformation partner of choice for customers in over 100 countries, our 124,000 employees work to resolve some of the greatest challenges facing humanity. Our range of services and solutions draw on five key technologies: Computing, Networks, AI, Data & Security, and Converging Technologies, which we bring together to deliver sustainability transformation. Fujitsu Limited (TSE:6702) reported consolidated revenues of 3.7 trillion yen (US$28 billion) for the fiscal year ended March 31, 2023 and remains the top digital services company in Japan by market share. Find out more: www.fujitsu.com

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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