GfK and KKR enter into an Investor Agreement

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KKR will launch a voluntary public tender offer for GfK at a price of €43.50 per share in an all-cash transaction. The offer was announced by KKR and will represent an attractive premium of about 44% to the estimated three-month volume weighted average share price prior to the announcement. GfK Verein will retain its majority shareholding in GfK of 56.46% and the Management Board members intend to tender their personal shares. The headquarters of GfK will remain in Nuremberg, Germany and KKR intends to support the growth of the company and its further transformation into a globally leading provider of integrated, technology-based market research services.

GfK SE (“GfK”) and Acceleratio Capital N.V., a holding company controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. (together with affiliates, “KKR”) announced that they have signed an investor agreement under which KKR will launch a voluntary public tender offer for all outstanding publicly-traded shares of GfK for EUR 43.50 per share in an all-cash transaction. GfK’s Management and Supervisory Boards have approved the Investor Agreement. Subject to the terms and conditions of the Investor Agreement and their statutory fiduciary duties, in particular the review of the offer document to be published by KKR, GfK’s Management Board and Supervisory Board welcome and support the voluntary tender offer.

Pursuant to KKR’s announcement, the offer represents an attractive premium of about 44% to the estimated three-month volume weighted average share price prior to the announcement. According to KKR, the tender offer will – inter alia – be subject to a minimum acceptance condition of 18.54 percent. The consummation of the transaction is subject to merger control and approvals by foreign investment authorities. As announced by KKR, the transaction will be financed by the bidder and not impact GfK’s balance sheet. The members of the Management Board intend to accept the offer and to tender their personal shares.

GfK has been informed that GfK’s majority shareholder GfK Verein and KKR intend to jointly support GfK’s further strategic transformation and pave the way for sustainable profitable growth and that they have entered into a shareholder agreement and a non-tender provision pursuant to which GfK Verein will not tender any shares and will remain the majority shareholder of GfK with a stake of 56.46 percent. GfK has been informed that the shareholder agreement is subject to the closing of the voluntary tender offer.

Deutsche Bank is acting as financial advisor and Jones Day is acting as legal advisor to the Management Board of GfK. Metzler Corporate Finance is acting as financial advisor and White & Case as legal advisor to the Supervisory Board of GfK.

 

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