Freshfields Bruckhaus Deringer advises GK Software on takeover offer by Fujitsu

Freshfields Bruckhaus Deringer advises GK Software on takeover offer by Fujitsu

It provides an opportunity for the cloud solutions provider to accelerating access to Japan and the Asia-Pacific region

Global law firm Freshfields Bruckhaus Deringer has been guiding GK Software SE on the public takeover offer for all its shares by Fujitsu.

GK Software is a leading global provider of cloud solutions for the international retail industry. Fujitsu is one of the largest global IT groups.

As a planned takeover offer, GK Software and Fujitsu concluded a Business Combination Agreement (BCA), which specifies the offer process and contains agreements on future cooperation on a successful takeover offer.

The target of the transaction with a volume of over 430 million euros is to initiate cooperation between the two companies. It will enable them to expand their respective portfolio offerings of software-as-a-service (SaaS) based, cloud-enabled, and highly flexible digital transformation solutions.

Freshfields Bruckhaus Deringer is advising GK Software on the withdrawal agreement of its CEO in the event of a successful takeover and related corporate governance issues. It will also guide on merger and investment control laws from a corporate and capital markets law perspective, both at the management and the supervisory board levels.

Additionally, the law firm will counsel the company on the reasoned statement to be submitted by the management and the supervisory board pursuant to the German Securities Acquisition and Takeover Act.

Expected to complete by July end, the takeover offer is subject to a minimum acceptance threshold of 55 percent of the share capital of GK Software (including shares already secured by irrevocable undertakings) and certain customary offer conditions, including merger control and investment control clearances in Germany.

The Freshfields Bruckhaus Deringer team advising GK Software includes Christoph H. Seibt (lead partner, corporate/M&A, Hamburg), Boris Dzida (employment law, Hamburg), Katrin Gaßner (antitrust/competition, Düsseldorf), and Alexander Schwahn (tax, Hamburg).

The counsels in the team are Uwe Salaschek (antitrust/competition, Berlin) and Lukas Pomaroli (regulatory, Wien).

The principal associates include Arne Krawinkel (corporate/M&A, Hamburg), Judith Römer (employment law, Hamburg), and Julia Langner (tax, Frankfurt).

The associates are Jean Mohamed, Jan-Willem Koldehofe, Felix Abetz (all corporate/M&A, Hamburg), and Alexander Harrer (antitrust/competition, Düsseldorf).