Voluntary public tender offer for all shares of GfK SE by KKR and shareholder agreement between KKR and GfK Verein resulting in joint shareholding of more than 95 percent in GfK SE

Client(s) GfK SE

Jones Day advised GfK SE in connection with a voluntary public tender offer by Acceleratio Capital N.V., a holding company controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. (together with affiliates, "KKR") and a shareholder agreement between KKR and GfK Verein, GfK SE's majority shareholder. GfK SE is a leading global market research company, listed on the Frankfurt Stock Exchange. On December 8, 2016, KKR and GfK announced that they had signed an investor agreement under which KKR launched a voluntary public tender offer for all outstanding publicly traded shares of GfK SE for €43.50 per share. The transaction value was approximately €2 billion on a cash and debt free basis. KKR acquired approximately 40 percent of GfK SE's shares resulting in a joint shareholding of KKR and GfK Verein of more than 95 percent of the shares of GfK SE, the threshold required for a squeeze-out of GfK SE's remaining minority shareholders.