Morrison Foerster is advising Fujitsu Limited (“Fujitsu”), one of the largest IT companies in the world and leading provider of technology and business solutions in Japan, on its voluntary public takeover bid for GK Software SE (“GK”), a leading global provider of cloud solutions for the international retail industry with headquarters in Schöneck, Germany.
The intended transaction will accelerate Fujitsu’s shift towards Cloud/Software-as-a-Service (SaaS) technology and expand its global reach with new offerings for the digital transformation.
MoFo is advising Fujitsu on the transaction’s structure, its due diligence process, and the preparation and negotiation of the transaction documents, particularly the business combination agreement with GK and irrevocable undertakings of GK shareholders. The total value of the transaction is approximately €432 million.
The completion of the transaction is subject to customary closing conditions, including merger control and investment control clearances in Germany.
The MoFo team advising Fujitsu was led by Berlin corporate partners Dr. Dirk Besse and Dr. Sebastian Schwalme, together with corporate senior associate Julian Gebauer and associates Dr. Omid Ebrahimzadeh and Ercem Cardak; finance partner Dr. Angela Kerek; sanctions/export controls partner Dr. Felix Helmstädter and associates Alexander Eisenfeld and Dr. Marie Garstecki; antitrust partner Prof. Dr. Andreas Grünwald and counsel Dr. Jens Hackl; technology transactions partner Kristina Ehle, counsel Stephan Kreβ, senior associate Robert Grohmann, and associate Heval Mienert; and privacy and data security partner Hanno Timner and associate Jasmin Kuehner.
The wider team included New York corporate finance/capital markets partner John Owen, Washington, D.C. business restructuring and insolvency associate Thomas Good, Tokyo M&A/capital markets partner Nozomi Oda, and Tokyo finance partner Yuhki Asano.
