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Freshfields advises GK Software SE on takeover offer by Fujitsu

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) is advising GK Software SE on Fujitsu's announced public takeover offer for all GK Software shares. 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.

As a basis for the planned takeover offer, GK Software SE and Fujitsu have today concluded a Business Combination Agreement which specifies the offer process and contains agreements on the future cooperation if the takeover offer is successful. The target of the transaction with a volume of more than 430 million euros is to initiate a cooperation between Fujitsu and GK Software SE, which will enable the parties to expand their respective portfolio of offerings with respect to software-as-a-service (SaaS) based, cloud enabled and highly flexible digital transformation solutions. Furthermore, the cooperation made possible by the proposed transaction offers the opportunity to accelerate GK Software SE's access to Japan and the Asia/Pacific region.

Freshfields advises GK Software SE on all legal aspects of the transaction. This included the negotiation of the Business Combination Agreement which is instrumental for the protection of the corporate interests of GK Software SE. The agreement on the withdrawal of the CEO of GK Software SE in the event of a successful takeover and related corporate governance issues were also legally advised by Freshfields. In addition, the law firm advises GK Software SE comprehensively on issues of merger and investment control law as well as from a corporate and capital markets law perspective, both at Management Board and Supervisory Board level.

Freshfields will also advise the company with regard to the announced public takeover offer and the reasoned statement to be submitted by the Management Board and the Supervisory Board pursuant to the German Securities Acquisition and Takeover Act (WpÜG).

The closing of the takeover offer is subject to a minimum acceptance threshold of 55% of the share capital of GK Software SE (including shares already secured by irrevocable undertakings) and certain customary offer conditions, including merger control and investment control clearances in Germany. The takeover offer is currently expected to be completed by the end of July 2023.

The Freshfields team includes:

  • Partner: Christoph H. Seibt (Lead Partner, Corporate/M&A, Hamburg), Boris Dzida (Employment Law, Hamburg), Katrin Gaßner (Antitrust/Competition, Düsseldorf), Alexander Schwahn (Tax, Hamburg)
  • Counsel: Uwe Salaschek (Antitrust/Competition, Berlin), Lukas Pomaroli (Regulatory, Wien)
  • Principal Associates: Arne Krawinkel (Corporate/M&A, Hamburg), Judith Römer (Employment Law, Hamburg), Julia Langner (Tax, Frankfurt)
  • Associates: Jean Mohamed, Jan-Willem Koldehofe, Felix Abetz (all Corporate/M&A, Hamburg), Alexander Harrer (Antitrust/Competition, Düsseldorf)