MoFo and Freshfields advise on Fujitsu’s €432m takeover of Germany's GK Software

Deal features undertaking by GK Software's founders to sell their shareholdings
Warsaw, Poland - July, 2021: Fujitsu logotype on the top of office building

Konektus Photo; Shutterstock

Morrison Foerster and Freshfields Bruckhaus Deringer are advising on Fujitsu’s agreed €432m takeover offer for Germany’s GK Software, which provides cloud services to the retail sector.

MoFo is advising longstanding client Fujitsu on the transaction while Freshfields is advising Schöneck-headquartered GK.

There is a 55% acceptance threshold for the of €190 per share offer, which represents a 31% premium on GK's Xetra closing price on 28 February. Fujitsu said the deal would accelerate its shift towards cloud/software-as-a-service technology and open up the Asia market to GK.

The deal, which has the approval of GK’s executive and supervisory boards, features an irrevocable undertaking by the company’s founders, Rainer Glä and Stephan Kronmüller, to sell their combined 40.7% stake,

Welcoming the offer, Glä said: "It was very important to Stephan Kronmüller and me to find a strategic partner for the company we founded, who will continue to develop GK and who fits with GK’s strategy and its employees.”

The MoFo team was led by Berlin corporate partners Dirk Besse and Sebastian Schwalme, with input from finance partner Angela Kerek, sanctions/export controls partner Felix Helmstädter, antitrust partner Andreas Grünwald, technology transactions partner Kristina Ehle, and privacy and data security partner Hanno Timner.

The Tokyo team featured M&A/capital markets partner Nozomi Oda and finance partner Yuhki Asano.

The Freshfields team, whose work included advising on the agreement for Glä to step down as CEO in the event of a successful takeover, was led by Hamburg-based corporate partner Christoph Seibt with fellow Hamburg partners Boris Dzida (employment) and Alexander Schwahn (tax). Alexander Schwahn, who is based in Düsseldorf, led on the deal’s competition aspects.

MoFo boasts the largest Tokyo office of any international firm in Japan, with around 60 US attorneys, 60 Japanese bengoshi, and six lawyers who are qualified in English and Welsh law. It also counts SoftBank, Hitachi and Toshiba among its top Japanese clients.

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