GfK Verein enters shareholder agreement with KKR

• GfK Verein focus on long-term profitable growth of GfK SE
• GfK Verein to remain majority shareholder of GfK SE intending to enter equal rights partnership with investor
• GfK SE headquarters to remain in Nuremberg and co-determination of employees on Supervisory Board to remain unchanged
• Shareholder agreement subject to closing of voluntary public takeover offer by KKR

“GfK Verein continues to see great potential in GfK SE. Our partnership with KKR will provide a strong basis for GfK SE to build on its strengths, in particular the know-how and dedication of its employees, to grow profitably and be one of the leading global market research companies”, commented Prof. Dr. Raimund Wildner, Managing Director and Vice President of the GfK Verein, and added: “GfK Verein will continue its role as a think-tank for market research”.

Nuremberg, December 8, 2016 – GfK Verein, the 56.46% majority shareholder of GfK SE, today entered into a shareholder agreement with Acceleratio Capital N.V., a holding company controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P., (together with affiliates, “KKR”). The shareholder agreement is subject to the closing of the voluntary public tender offer announced today by KKR.

According to the shareholder agreement, GfK Verein will not tender its shares, but aims at entering into a partnership on equal terms with the investor. GfK Verein intends to remain the majority shareholder of the market research company also over the mid- to long-term. In addition, GfK Verein will responsibly support the company’s development through its representation on the Supervisory Board.

“Our objective has always been to support GfK SE in achieving sustainable and profitable growth as an independent company. A strong and reliable partner with international expertise and significant experience in the market research industry and digitalization will allow GfK SE to capture the opportunities the changing market offers and support the company’s strategic transformation”, said Professor Hubert Weiler, President of the GfK Verein.

GfK Verein and KKR agreed among others on cornerstones of the intended partnership, including:

GfK SE headquarters will remain in Nuremberg, Employee co-determination on the Supervisory Board will be continued and The transaction will be financed by the bidder and will not impact GfK SE’s balance sheet.

The GfK Verein is a non-profit organization founded in 1934 to promote market research. It is comprised of 550 companies and individuals. The purpose of the Verein is to develop innovative research methods in close cooperation with scientific institutions, to promote the training and continuing education of market researchers, to follow fundamental structures and developments for private consumption in society, the economy and politics, as well as to research their impact on consumers. The results of the studies will be made available to the members of the Verein free of charge. The GfK Verein is a shareholder in GfK SE. Additional information at www.nim.org.

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