GK Software SE: Fujitsu announces voluntary public takeover offer | Conclusion of Business Combination Agreement | CEO Rainer Gläß to withdraw from the Executive Board in case of successful takeover

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), the interests of employees 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 to recommend 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”).

The takeover offer will contain a minimum acceptance threshold of 55% of the Company’s share capital and will be subject to regulatory approvals and other customary market conditions.

The founders of the Company, Rainer Gläß (also CEO) as well as Stephan Kronmüller, have entered into irrevocable undertakings with the bidder to tender all GK Shares held by them, i.e., a total of 924,049 GK Shares, into the takeover offer. This corresponds to approximately 40.65% of the share capital of GK Software SE. In addition, if the takeover offer is successful, CEO Rainer Gläß will withdraw from the Company’s Executive Board. 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.