GfK SE: Squeeze-out resolution registered with the commercial register
Nuremberg, October 18th, 2017 - The management board of GfK SE has been informed today that the resolution of GfK’s annual general meeting held on 21 July 2017 on the transfer of the shares of the remaining shareholders (minority shareholders) to Acceleratio Capital N.V., domiciled in Amsterdam, (principle shareholder) in return for an adequate cash compensation of EUR 46.08 per no-par value ordinary bearer shares in accordance with section 327a et seq. German Stock Corporation Act has been registered with the commercial register yesterday. As result of such registration, the title in all shares of the minority shareholders has been transferred to the principle shareholder by operation of law. The listing of GfK’s shares will end shortly.
For the settlement of the cash compensation, reference is made to the upcoming publication made by Acceleratio Capital N.V. in the Federal Gazette (Bundesanzeiger).
GfK SE: Supervisory Board approved the new strategy plan for GfK SE on 31 August 2017
Nuremberg, 31 August 2017 – Publication of an ad hoc-Announcement pursuant to Art. 17 para. 1 MAR
The Supervisory Board of GfK SE approved the new strategy plan for GfK SE and the GfK group on 31 August 2017.
The main aspect of the draft strategy plan is to accelerate the digitization of GfK and to transform the Company from a recognized data authority to a provider of analytic and forward-thinking product solutions.
In addition, the Company intends to invest an amount of about EUR 100 million Euro, which would not include any severance payments, into the future of GfK and make it ready for facing the changing markets. Investments will be made in particular in automation, a faster processing of information and in centralization of various business procedures.
The new strategy plan will also entail a significant consolidation of our domestic and international corporate locations. At the same time, GfK will be committed to its headquarters in Nuremberg and open a new and modern headquarter at the end of 2019 that will serve as competence centre for GfK's units around the world.
To strengthen the competitive position and the organisational agility and to generate the necessary financial means for this strategy plan, GfK's Management Board further plans to realise cost synergies in the amount of EUR 200 million. These envisaged cost synergies shall in particular include an optimization of operating costs, a more client focused organisation as well as focusing on new target segments and a centralisation of business processes. The implementation of the cost synergies will extend over the coming two years. It is planned to invest an amount of about 20% of the cost synergies in addition to the investments mentioned above into new functionalities and the competitiveness of GfK.
Ad hoc notification: Cash compensation for GfK shares as part of the squeeze-out of minority shareholders fixed at EUR 46.08 per share
Nuernberg, June 2, 2017 – Publication of an ad hoc announcement pursuant to Art. 17 MAR
Today Acceleratio Capital N.V. with registered office in Amsterdam, the Netherlands, confirmed its request first announced on March 22, 2017 and submitted to the management board of GfK SE on March 30, 2017 pursuant to Art. 9 (1) c) ii) of the SE Regulation in conjunction with § 327a (1) of the German Stock Corporation Act (AktG) and specified that the general meeting of GfK SE is to resolve on the transfer of the shares of the remaining shareholders (minority shareholders) of GfK SE to Acceleratio Capital N.V. as principal shareholder in exchange for an adequate cash compensation (squeeze-out).
Acceleratio Capital N.V. has fixed the cash compensation for the transfer of the shares of the minority shareholders of GfK SE to Acceleratio Capital N.V. at EUR 46.08 per no-par value bearer share of GfK SE. A valuation of the company performed by Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, appointed by the principal shareholder, based on the capitalized earnings value method (Ertragswertverfahren) has shown that the enterprise value of GfK SE is approx. EUR 1.4614 billion and EUR 40.03 per issued share. The volume-weighted average price in the three-month period prior to announcement of the squeeze-out on 22 March 2017 is EUR 46.08.
The required resolution is to be adopted at the annual general meeting of GfK SE scheduled to be held on 21 July 2017.
Ad-hoc release: Announcement concerning squeeze-out of minority shareholders in GfK SE
Nuremberg, March 22, 2017 – Acceleratio Capital N.V. and GfK-Nürnberg, Gesellschaft für Konsum-, Markt- und Absatzforschung e.V. ("GfK Verein") informed us today that, following completion of the takeover offer, they now hold together about 75.786% of the shares of GfK SE and that Acceleratio Capital N.V. and companies affiliated with it have executed agreements for the acquisition of an additional about 20.877% of the shares of GfK SE. Immediately after consummation of these agreements, expected to occur by the end of March 2017, all of these shares, together representing 96.663% of GfK SE's share capital, will be held by Acceleratio Capital N.V.
GfK Verein and Acceleratio Capital N.V. have further informed GfK SE that Acceleratio Capital N.V. will therefore shortly send a formal request to GfK SE according to section 327a para. 1 sentence 1 of the German Stock Corporation Act (Aktiengesetz) that the shareholders’ meeting of GfK SE decides on the transfer of the shares of the remaining shareholders (minority shareholders) to Acceleratio Capital N.V. as the majority shareholder in exchange for an appropriate cash settlement (squeeze out).
Ad-hoc release: The management board and supervisory board propose to the annual general meeting to pay no dividends for the financial year 2016
Nuremberg, March 10, 2017 – Today the management board and the supervisory board of GfK SE, Nuremberg (ISIN DE0005875306 / ISIN DE000A2DAMW7) (the “Company”), made the decision to propose to the Company’s annual general meeting to pay no dividends for the financial year 2016. The decision is consistent with the Company’s dividend strategy to distribute approximately 25-35% of the consolidated total income (without consideration of goodwill impairment) as a dividend to the shareholders, which in the last financial year only amounted to around €0.5 million.
The Company’s consolidated financial statements will be published, as planned, on March 14, 2017.
Takeover Offer: Investment Firm Kohlberg Kravis Roberts intends to make voluntary public takeover offer for the shares in GfK SE
Nuremberg, December 8th - 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.
Ad-hoc release: CEO and Chairman of the Supervisory Board leave GfK
Nuremberg, August 11th - Matthias Hartmann, Chief Executive Officer of GfK, has today mutually agreed with the Supervisory Board of GfK SE that he will leave the company as of December 31, 2016. His departure is the result of differing views regarding the long-term direction of the business between Mr. Hartmann and the majority shareholder, GfK Verein. Until the end of the year, Mr. Hartmann will transfer his responsibilities to his Management Board colleagues. Dr. Gerhard Hausruckinger will assume the role as interim speaker of the Management Board as of September 1, 2016 in addition to his current role as Management Board member responsible for the Consumer Choices sector. In addition, Arno Mahlert resigned as Chairman of the Supervisory Board effective as of September 12, 2016 given differences of opinions in the cooperation with the majority shareholder.
The Supervisory Board and the President of the majority shareholder GfK Verein, Prof. Hubert Weiler, would like to thank both gentlemen for their engagement, tireless commitment and achievements and wishes both continued professional and personal success.
Ad-hoc release: GfK adjusts guidance for 2016
Nuremberg, August 4th, 2016 – GfK’s results for the first six months are below prior year’s financials for the same reporting period. Preliminary organic sales growth is at -1.5%, the AOI margin (adjusted operating income in relation to sales) down from 9.5% to 8.2%. Therefore it is no longer likely that sales growth of the Group will outperform the market and that the AOI margin will considerably improve as compared to the prior year.
In the first half year of 2016, sales in the Consumer Experiences sector fell short of the Company’s expectations as a result of weak order intake in traditional research areas. Resource and cost reduction actions could not fully off-set the resulting AOI decline. Due to this development and a reduced outlook for the Consumer Experiences sector, GfK will book a goodwill impairment of approximately Euro 139 million in the second quarter.
The Consumer Choices sector had strong organic growth driven both by Point of Sales Measurement and Media Measurement. Margin was under pressure due to delays in a number of growth initiatives in these two areas. Provisions were taken for potential risks. In addition, the sector margin was impacted by the poor performance of the crop protection and animal health business which was divested at the end of April.
The Company adjusts its guidance for the year. While the Company will continue to aggressively drive its transformation initiatives and will do its utmost to improve results, it is possible that sales growth will remain below market and that the margin will be below prior year's level. This will depend on the development of the order intake in the Consumer Experiences sector and the progress of the growth initiatives in the Consumer Choices sector.
Ad-hoc release: GfK adjusts margin targets
Nuremberg, 18 December 2015 - Based on GfK's financial performance for the first eleven months of this year it is no longer likely that GfK will achieve its annual guidance for the AOI margin (adjusted operating income based on sales) of 12.4% to 12.8%. The company now expects a margin in the range of 12% for 2015. This is mainly attributable to delays and related additional ramp-up costs in the TAM contracts in Brazil and the Kingdom of Saudi Arabia, as well as a slower order intake and sales in the sector Consumer Experiences. GfK has also decided to discontinue the development of network-centric measurement in the area of mobile insight/location insight because of technical difficulties preventing a consistent and continuous supply of data from its two main suppliers. However, other mobile developments will continue as planned. The above will result in an unplanned write-down of the remaining book value of between EUR 12 and EUR 13 million adversely impacting GfK´s 2015 results. Therefore it is very likely that GfK´s highlighted items will exceed the projected EUR 40 million. The sales guidance for 2015 remains unchanged (modest organic growth).
The above events and the resulting lower base line will create a risk to the 2016 financial year as well. Until now, GfK had been forecasting organic sales growth above market and an AOI margin of between 14% and 15%. The sales guidance remains unchanged. GfK continues to expect considerable margin improvement. However, the margin development will require further analysis. Therefore the margin guidance for 2016 will be published after the year-end closing.
Ad-hoc release: GfK adjusts outlook for 2014
Nuremberg, 11 August 2014 – GfK achieved sales of around EUR 698 million in the first half of 2014 and is therefore just under EUR 31 million (or 4.2%) down on the comparable period of the previous year. Organic growth stood at -1.6%.
The company does not expect stronger growth in the two subsequent quarters to compensate fully for the subdued sales performance in the first half of the year. Therefore, the Management Board is anticipating annual sales for 2014 to be at the prior year level (EUR 1,495 million) or slightly lower and is not expecting any organic growth. The new target is now between -1.5% and 0% (previously +1 to +2%) organic sales growth. The target corridor of 12% to 12.5% for the AOI (adjusted operating income) remains unchanged. This forecast is based on the assumption that the geopolitical situation will not worsen.
Ad-hoc release: GfK continues Group transformation and adjusts goodwill on acquisitions
Nuremberg, 19 Dezember 2013 – Following the reassessment of the medium-term growth prospects for the Consumer Experiences sector, GfK has adjusted the relevant goodwill as at 31 December 2013.
This decrease in value relates to the Consumer Experiences sector in the regions North and Latin America, Southern and Western Europe and a minor amount to CEE and META, totaling a figure of €112.5 million in the consolidated financial statements.
The decrease in value has no impact on the performance indicator of adjusted operating income (AOI) and does not affect the cash flow. In view of the fact that the amortization cannot be applied for tax purposes, the adjustment will have a significant impact on consolidated total income.
The amortization will not affect the decision-making scope regarding the dividend. The Management Board and Supervisory Board will decide on the dividend after presentation of the annual financial statements.
Ad-hoc release: GfK confirms outlook for 2013 – adjusted operating income in the first quarter down on previous year
Nuremberg, 10 May 2013 – According to preliminary figures, GfK in-creased sales by 0.8 percent year-on-year to €348 million in the first quarter of 2013. Organic growth was 0.6 percent. Adjusted operating income amounted to around €23 million and the margin (adjusted operating income in relation to sales) was 6.6 percent. Both figures are therefore below the previous year’s values (€33.5 million and 9.7 percent, respectively).
The company anticipates that considerably stronger growth in subsequent quarters will offset the weak sales increase at the start of the year. Since March the level of incoming orders has developed well. The forecast for the year has therefore been confirmed.
For 2013, GfK expects an organic increase in sales of between 3 percent and 4 percent and a margin of around 13 percent. The quarterly results with detailed commentary will be published on 15 May 2013.
Ad-hoc release: GfK takes provision of approximately EUR 21 million related to irregularities in its Turkish business; 2012 adjusted operating income unchanged and in line with expectations
Nuremberg, 29 January 2013 – GfK Group is taking a one-off provision of approximately EUR 21 million related to irregularities and potential historic tax and social security obligations arising from the company’s Turkish subsidiary, GfK Araştırma Hizmetleri A.Ş. The provision will be booked in the financial year 2012. The adjusted operating income will not be affected and is in line with expectations. Consolidated total income will be impacted....
Ad-hoc release: GfK confirms sales prediction for 2012 and adjusts income forecast
Nuremberg, 26 October 2012 – According to preliminary financial data, GfK increased sales by approximately 11% to €376 million in the third quarter as compared to the prior year. Despite the challenging economic climate, over 3% organic growth was achieved in the third quarter, compared with 1.7% in the first half of the year. Adjusted operating income of approximately €44 million and the margin of 11.7% (adjusted operating income to sales), decreased as compared to the prior year (€47 million and 13.9%, respectively). ...
Ad-hoc release: GfK acquires Knowledge Networks
Nuremberg, December 9, 2011 – GfK will be acquiring 100% ownership of Knowledge Networks Inc., a leading provider of digital research solutions in the US. Founded in 1998, Knowledge Networks is the preeminent provider of online research solutions in the US, specializing in consumer packaged goods, healthcare, retail, media, government and academics.
Ad-hoc release: Supervisory Board of GfK SE appoints Matthias Hartmann as new CEO with effect from January 1, 2012
Nuremberg, August 1, 2011 – In its extraordinary meeting today, the Supervisory Board of GfK SE has appointed Matthias Hartmann (45) as the new CEO of GfK SE.
At present, Hartmann, a business management graduate, holds the position of Global Head of Strategy and Industries in the consulting division of IBM Global Business Services within the IBM Group.