Public delisting offer by Fujitsu ND Solutions AG to the shareholders of GK Software SE


You have entered the website, which Fujitsu ND Solutions AG (the “Bidder”) has designated for the publication of documents and information in connection with its public delisting offer pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) and the German Stock Exchange Act (Börsengesetz – “BörsG”) (the “Delisting Offer”) for all shares of GK Software SE (the “Company”).

In order to access further information in connection with the Delisting Offer, visitors of this website are requested to confirm, at the bottom of this page, notice of the following legal information.

The Bidder publishes on this website information concerning the Delisting Offer. The Delisting Offer is being implemented solely in accordance with the applicable laws of the Federal Republic of Germany (“Germany”), in particular the BörsG, the WpÜG in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung), as well as in accordance with certain provisions of the securities laws of the United States of America (the “United States”) applicable to cross-border tender offers. The Delisting Offer relates to shares in a European stock corporation established under German law (Societas Europaea) and is subject to the statutory provisions of Germany on the implementation of such an offer pursuant to Art. 9 para. 1 SE-Regulation. The Delisting Offer is not made or intended to be made pursuant to the provisions of any other jurisdiction. Accordingly, no notifications, registrations, admissions, or approvals of the Delisting Offer or of the offer document containing the Delisting Offer have been or will be applied for or initiated by the Bidder or the persons acting in conjunction with the Bidder outside of Germany. The Bidder and the persons acting in conjunction with the Bidder therefore do not assume any responsibility for compliance with law other than the laws of Germany or applicable securities laws of the United States.

The Delisting Offer will not be filed, published, or publicly advertised pursuant to the laws of any jurisdiction other than Germany and the United States. In the United States, the Delisting Offer will not be filed with the United States Securities and Exchange Commission.

The Bidder and the persons acting jointly with the Bidder assume no responsibility for the publication, dispatch, distribution, or dissemination of any documents connected with the Delisting Offer outside of Germany and the United States being compatible with the applicable requirements of jurisdictions other than those of Germany and the United States. Furthermore, the Bidder and the persons acting jointly with the Bidder assume no responsibility for the non-compliance of third parties with any laws.

The announcements made on this website do not constitute an invitation to make an offer to sell securities of the Company. With the exception of the publication of any offer document pursuant to the provisions of the WpÜG, announcements made on this website also do not constitute an offer to purchase securities of the Company.

To the extent permissible under applicable law or regulation, the Bidder and its affiliates or brokers (acting as agents for the Bidder or its affiliates, as applicable) may from time to time before, during or after the period in which the Delisting Offer remains open for acceptance, and other than pursuant to the Delisting Offer, directly or indirectly purchase, or arrange to purchase, shares of the Company, that may be the subject of the Delisting Offer, or any securities that are convertible into, exchangeable for or exercisable for shares of the Company. Any such purchases, or arrangements to purchase, will comply with all applicable German rules and regulations and Rule 14e-5 under the United States Securities Exchange Act of 1934 to the extent applicable. Information about such purchases will be disclosed in Germany to the extent required by applicable law. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

To the extent that any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in conjunction with the Bidder, for example with regard to the potential consequences of the Delisting Offer for the Company, for those shareholders of the Company who choose not to accept the Delisting Offer or for future financial results of the Company. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in conjunction with the Bidder have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting in conjunction with the Bidder. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

Investors and holders of securities of the Company are strongly advised to read the relevant documents regarding the Delisting Offer as soon as they are published, since they contain or will contain important information. In addition, holders of securities subject to the Delisting Offer are strongly recommended to seek independent advice in order to reach an informed decision in respect of the content of such offer document and with regard to the Delisting Offer.

If you are a resident of the United States, please read the following:

The Delisting Offer will be made for the securities of a German company and is subject to German disclosure requirements, which are different from those of the United States. Financial information included in announcement made on this website, if any, has been largely prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Delisting Offer will be made in the United States pursuant to the applicable US tender offer rules, including Regulation 14E and relevant provisions on exemptions from the prohibition on purchases outside the intended delisting offer and otherwise in accordance with the requirements of the WpÜG. Accordingly, the Delisting Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

By selecting the “I confirm” button, you warrant that you have read the legal notice above.