DGAP-Adhoc

GfK SE: Takeover Offer: Investment Firm Kohlberg Kravis Roberts intends to make voluntary public takeover offer for the shares in GfK SE

GfK SE / Key word(s): Mergers & Acquisitions

08.12.2016 12:09

Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Takeover Offer: Investment Firm Kohlberg Kravis Roberts intends to make
voluntary public takeover offer for the shares in GfK SE

GfK SE (ISIN DE0005875306) and Acceleratio Capital N.V., a holding company
controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. ("KKR"),
have signed today an agreement on the terms and conditions of a strategic
investment of Acceleratio Capital N.V. into GfK SE ("Investor Agreement"),
and Acceleratio Capital N.V. today announces that it intends to make a
voluntary public takeover offer for all outstanding publicly-traded shares
of GfK SE for EUR 43.50 per share in an all-cash transaction. GfK SE's
Board of Management and Supervisory Board 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 Acceleratio Capital N.V., GfK SE's Management
Board and Supervisory Board welcome and support the voluntary takeover
offer.

Pursuant to Acceleratio Capital N.V. today's announcement, the offer
represents a premium of about 44 percent on the estimated volume-weighted
price of the last three months prior to the announcement of the offer, and
will - among other offer conditions - be subject to a minimum acceptance
condition of 18.54 percent and regulatory approvals.

GfK SE has been informed that its majority shareholder GfK-Nürnberg,
Gesellschaft für Konsum-, Markt- und Absatzforschung e.V. ("GfK Verein")
and Acceleratio Capital N.V. intend to jointly support GfK SE's strategic
transformation and pave the way for sustainable profitable growth, and that
they have entered into a non-tender agreement pursuant to which GfK Verein
will not tender any shares and will remain the majority shareholder of GfK
SE with a stake of approximately 56.46 percent and that GfK Verein and
Acceleratio Capital N.V. have furthermore entered into a shareholder
agreement which will take effect after the completion of the voluntary
public takeover offer.

The Management Board and the Supervisory Board of GfK SE will provide a
statement as to this offer pursuant to their statutory duties after
publication of the offer document.

Language:      English
Company:       GfK SE
               Nordwestring 101
               90419 Nürnberg
               Germany
Contact:       Bernhard Wolf
Phone:         [phone]
Fax:           [phone]
E-mail:        [e-mail]
Internet:      www.gfk.com
ISIN:          DE0005875306
WKN:           587530
Indices:       SDAX
Listed:        Regulated Market in Frankfurt (Prime Standard); Regulated
               Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, 
               Munich, Stuttgart, Tradegate Exchange

08.12.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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Language: English
Company: GfK SE
Nordwestring 101
90419 Nürnberg
Germany
Phone: [phone]
Fax: [phone]
E-mail: [e-mail]
Internet: www.gfk.com
ISIN: DE0005875306
WKN: 587530
Indices: SDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange

End of Announcement DGAP News-Service

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