The GfK share price started the year at €30 in 2016. In the first two months of the year, it slightly underperformed compared with the SDAX. Subsequently, GfK shares significantly outper-formed the benchmark index. In mid-August, the half-year results published were disappointing, with the share price performance then slightly lower than the SDAX index trend in the period up to the public announcement of a takeover bid.
On December 8, 2016, GfK SE and Acceleratio Capital N.V., Amsterdam, the Netherlands, a holding company controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. (KKR) signed an investor agreement after intensive negotiations. The agreement set out the key points of a takeover offer, in particular a mutual understanding with regard to the takeover offer and its realization as well as the future organization of GfK SE’s business operations. The Management Board and Supervisory Board welcomed the offer and support it. Since its announcement, the share price has hovered around the offer price of €43.50 per share with minor swings. GfK was informed that the GfK Verein, its majority shareholder, and KKR had signed an agreement which stipulated among other things that the GfK Verein will not tender any shares to Acceleratio Capital N.V. and will therefore remain the majority shareholder of GfK with a 56.46 percent stake. To the best of the company’s knowledge, this shareholder agreement will come into force upon implementation of the takeover offer.
On December 21, 2016, Acceleratio Capital N.V. published a bid document for a voluntary public takeover offer (cash offer) for all of the shares in GfK SE not held by Acceleratio Capital N.V. at a price of €43.50 per share in cash. According to Acceleratio Capital N.V., the offer represents a premium of about 44 percent, based on the estimated volume-weighted price during the last three months prior to the announcement of the offer. The takeover offer was subject to various offer conditions, which are explained in the offer document, including the achievement of a minimum acceptance condition of 18.54 percent. The completion of the transaction was also subject to approval by the competition and investment control authorities named in the offer document. For further details regarding the offer, please refer to the offer document.
The Supervisory Board and Management Board published a joint statement on the takeover offer pursuant to Section 27 Para. 1 of the German Securities Acquisition and Takeover Act (WpÜg) on December 30, 2016, which they had agreed independently of each other on December 29, 2016. The statement is available on the Internet at www.gfk.com/investors/investors/.
Following an extensive review process, the Management Board and Supervisory Board in their statement recommended that shareholders accept the offer. This recommendation was explained in detail in the statement, indicating the reasons. It is hereby expressly stated that the joint statement issued by the Management Board and Supervisory Board alone is decisive for the assessment of the offer document. The members of the Management Board and Supervisory Board who personally hold GfK shares accepted the offer and offered the shares they held for sale.
The period for accepting the offer started with the publication of the takeover offer document on December 21, 2016, and expired on February 10, 2017, 24:00 hours (local time Frankfurt am Main) and 6 pm (local time New York). Within the period, a total of 7,052,242 GfK shares, which represent approximately 19.32 percent of GfK SE’s share capital were accepted for sale. This means that the minimum acceptance rate of 18.54 percent was met. Another acceptance period started on February 16, 2017, and ended on March 1, 2017, 24:00 hours (local time Frankfurt am Main) and 6 pm (local time New York). Within this period, a further 2,470 shares (0.01 percent of the share capital) were accepted for sale to Acceleratio Capital N.V.´s own data, as of the expiry of the additional acceptance period voting rights attached to 1,158,665 GfK shares are attributed to the bidder pursuant to section 30 para. 1 sentence 1 no. 5 WpÜG. This corresponds to approximately 3.17 percent of the share capital and the voting rights of GfK SE. In addition, as of the expiry of the additional acceptance period, pursuant to section 30 para. 1 sentence 1 no. 5 WpÜG, voting rights attached to 2,516,725 GfK shares are attributed to Acceleratio Topco S.à r.l., a person acting jointly with the bidder pursuant to section 2 para. 5 WpÜG. This corresponds to approximately 6.89 percent of the share capital and the voting rights of GfK SE. All completion conditions the takeover offer was subject to are satisfied.
In 2016, the Investor Relations team continued its international capital market communications. One opportunity in this regard was the ninth Capital Market Day in Frankfurt am Main, where more than 40 analysts and institutional investors from Germany, France and the UK met with members of the GfK Management Board.
The Investor Relations team had 302 (2015: 312) individual meetings with investors and analysts in 2016. The operational management team also intensified its interaction with investors. GfK’s team conducted additional meetings at a total of eight roadshows (2015: six), which took place in Europe and North America. Furthermore, GfK was represented at 11 capital market conferences in Germany, the UK, France and Spain (2015: 13).
In 2016, GfK’s investor relations activities were recognized once again, winning the German Investor Relations Prize, which has been awarded since 2001 for “outstanding performance in the IR segment”. GfK was ranked third in the category of SDAX companies.
The market capitalization of GfK based on 36,503,896 shares, a number unchanged in comparison with the prior year, amounted to approximately €1.58 billion at year-end (2015: €1.13 billion). In view of the higher market capitalization, GfK moved up in the SDAX market capitalization ranking from 24th place (2015) to 14th place. The average volume of shares traded on German stock exchanges in 2016 was significantly up on the previous year’s level at approximately 26,200 shares (2015: 9,900 shares), partly as a result of the takeover bid. On the date of publication of the takeover bid, the volume traded exceeded 740,000 shares.
GfK shares were primarily traded on German stock exchanges in 2016. The focus was on Xetra trading at the Frankfurt Stock Exchange, with a share of 36 percent (2015: 20 percent). According to the data of brokers and Bloomberg, only just over 37 percent (previous year: 67 percent) of trades in GfK’s shares were off the floor as part of OTC trading. This marked improvement also resulted in a better position for GfK, measured in terms of the trading volume on the SDAX. At year-end, GfK was ranked in 32nd place (prior year: 49th place).
In order to reduce the volatility of its shares, GfK has three designated sponsors. At the end of 2016, influenced by the takeover offer, volatility was 45.0 percent, which was higher than the prior year’s level (27.2 percent). Since the fluctuation range of the SDAX reference value was slightly up from 16.8 percent in 2015 to 17.4 percent in 2016, the difference was somewhat bigger.
The coverage of GfK shares decreased slightly to 11 analysts (prior year: 12), but remains at a consistently high level. Our activities are designed to support international and global securities analyses and a widely diversified research offering. At year-end, four analysts gave a “sell” recommendation for GfK shares, four recommended “hold,” two gave a “neutral” assessment and one recommended “buy.” The joint statement by the Management Board and Supervisory Board regarding the takeover bid was published on December 30, 2016 and therefore had no impact on analysts’ recommendations. In the current year, the response to the takeover bid has mainly been positive.
The percentage of freely tradable GfK shares was 43.54 percent as of year-end 2016, which was unchanged versus the prior year. At this time, 0.03 percent of the shares were held by the Management Board and Supervisory Board of GfK. In total, 38.11 percent of our shares were held by institutional investors and 5.40 percent by private investors. The main shareholder, GfK Verein, holds 56.46 percent of the shares (source: NASDAQ OMX).