Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) is advising the listed company GK Software SE in detail on the planned delisting and the conclusion of a delisting agreement with Fujitsu. GK Software SE is a leading global provider of cloud solutions for the international retail industry. Fujitsu is one of the largest global IT groups.
GK Software SE has entered into a delisting agreement with Fujitsu Ltd. and its wholly owned subsidiary, Fujitsu ND Solutions AG, on 2 May 2023. Freshfields’ corporate and capital markets law advice involved the negotiation of this agreement with Fujitsu. Based on the delisting agreement, the filing of an application for the revocation of the admission of the GK Software shares to the regulated market (so-called delisting) shall take place. In accordance with the provisions of the delisting agreement, Fujitsu has published its decision to make a public delisting offer to the shareholders of GK Software SE in form of a cash offer to acquire all shares in GK Software SE not already held by Fujitsu against payment of a cash consideration in the amount of EUR 190.00 per 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 Fujitsu’s offer document dated 23 March 2023. The transaction volume therefore amounts to around EUR 100 million.
Freshfields is already advising GK Software SE on all legal aspects of the public takeover procedure and also previously advised the company on the conclusion of a Business Combination Agreement with Fujitsu. The law firm is also advising GK Software SE with regard to the intended delisting as well as on all related aspects of corporate and capital markets law, such as the reasoned statement to be submitted by the management board and supervisory board pursuant to the German Securities Acquisition and Takeover Act (WpÜG) on the announced public delisting offer. In addition, Freshfields will advise on the 2023 annual general meeting of GK Software SE.
The Freshfields team includes Partner Prof Dr Christoph H. Seibt, Counsel Dr Arne Krawinkel, and Associates Dr Jean Mohamed and Dr Jan-Willem Koldehofe (all Corporate/M&A, Hamburg).
