Fujitsu Announces The Acquisition Of GK Software Through A Voluntary Public Takeover Offer

TOKYO, Mar 1, 2023 - (JCN Newswire) - Fujitsu Limited ("Fujitsu") today announces the signing of a Business Combination Agreement with GK Software SE ("GK"), a leading global provider of cloud services for the international retail industry, headquartered in Schoeneck, Germany. In conjunction, Fujitsu ND Solutions AG ("ND Solutions"), a direct wholly-owned subsidiary of Fujitsu, announced its decision to launch a voluntary public takeover offer for the acquisition of all outstanding shares of GK.

GK shareholders will be offered a cash consideration of EUR 190.00 per share. The offer price represents a premium of 34.7% to the XETRA volume-weighted average share price of GK in the last three months prior to (and including) 28 February 2023, a premium of 31.0% to the XETRA closing price of 28 February 2023, and a premium of 10.5% to GK's all-time high price so far of EUR 172.00.

GK's founders and major shareholders, Rainer Gläß (also CEO) and Stephan Kronm ü ller, support the transaction and have entered into irrevocable undertakings with ND Solutions regarding their GK shares. Consequently, Fujitsu has already secured 40.65% of the total share capital of GK.

Fujitsu Executive Board and Supervisory Board of GK welcome and support the takeover offer
The Executive Board and the Supervisory Board of GK welcome and support the takeover offer. The proposed transaction provides an attractive price for GK shareholders. In addition, it will allow GK to continue to thrive in the cloud services for retail space and to better serve its customers. Subject to the review of the offer document and the fulfilment of their legal obligations, the Executive Board and the Supervisory Board of GK intend to recommend GK shareholders to accept the takeover offer.

Yoshinami Takahashi, EVP and vice head of Global Solution Business Group comments: "This proposed acquisition is an important step in accelerating Uvance, a pillar of Fujitsu's growth strategy, which will revitalize and transform Fujitsu's business portfolio to make it more competitive. Fujitsu Uvance builds on our core strengths as a DX company and, through our solutions and services, provides value to customers while making a positive contribution towards solving crucial societal issues. Fujitsu's strong development and delivery capabilities paired with GK dedication to innovation will enable both companies to serve their international customer base more holistically and bring new offerings to customers, both in Japan and across our international regions."

Rainer Gläß, CEO of GK comments: "I welcome Fujitsu's offer and am pleased that GK's growth story will continue within the framework of one of the largest IT companies worldwide. Stephan Kronm ü ller and I founded the company and now, after more than 30 successful years, it was very important to us, to find a strategic partner that would further develop GK. With Fujitsu we have found a partner whose strategy and company culture fits very well with GK and its employees. I am therefore convinced that this is the right step for the continuation and growth of the company and, just as Stephan Kronm üller, I am contributing my shares completely to the offer. In doing so, I would also like to send a signal of confidence to all GK shareholders in Fujitsu's offer. I am very much looking forward to this new chapter in the history of the company that the two of us founded in 1990 and accompanying GK on an advisory basis, in case of a successful takeover, in a new role as Honorary Chairman of the Supervisory Board."

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

This proposed 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 of the takeover offer

The completion of the takeover offer will be subject to a minimum acceptance threshold of 55% of GK's share capital (including shares already secured under irrevocable undertakings) and certain customary conditions, including clearances under merger control as well as foreign investment control proceedings in Germany. Closing of the takeover offer is currently expected to occur by July 2023.

Following the completion of the takeover offer, ND Solutions intends to examine whether 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 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. In doing so, Fujitsu has also committed not to cause GK to relocate the registered office or headquarters of the Schoeneck, Germany, location.

Fujitsu intends funding the takeover offer with existing cash.

The takeover 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). This offer document will be published following clearance by BaFin, at which point the acceptance period for the takeover offer will commence. The offer document and other information pertaining to the offer will be made available in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) on the following website: www.nd-offer.de.

BofA Securities is acting as the exclusive financial advisor, and Morrison & Foerster as legal advisor to Fujitsu.

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 3.6 trillion yen (US$32 billion) for the fiscal year ended March 31, 2022 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.

About 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. Since its IPO in 2008, the company has grown more than sevenfold and generated revenues of EUR 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 Schoeneck, 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 experiences.

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

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