KKR European Fund IV L.P. managed by KKR & Co. L.P. (NYSE:KKR) made an offer to acquire 43.6% stake in GfK SE (XTRA:GFK) for approximately €690 million on December 8, 2016. KKR will launch a voluntary public tender offer for GfK at a price of €43.5 per share. Following a successful tender offer, KKR and GfK Verein would jointly own at least 75% of the shares in GfK. GfK Verein will not tender any shares and will remain the majority shareholder of GfK with a stake of 56.46%. The members of the Management Board intend to accept the offer and to tender their personal shares. The transaction will be financed by KKR and will not impact GfK’s balance sheet. There will be no changes to GfK’s Supervisory Board in its current format with six shareholder and four labor representatives. GfK Verein will retain its current representation in the Supervisory Board with three representatives. Headquarters of GfK will remain in Nuremberg, Germany. The tender offer will be subject to a minimum acceptance condition of 18.54%, approval of Japanese Fair Trade Commission, Federal Anti-monopoly Service of Russia, European Commission, Serbian Commission for Protection of Competition, South Korean Fair Trade Commission, Turkish Competition Authority, AntiMonopoly Committee of Ukraine, United States Federal Trade Commission and approvals by foreign investment authorities. GfK’s Management and Supervisory Boards have approved the investor agreement. The tender offer is expected to commence before Christmas and to conclude in February 2017. As of December 21, 2016, GfK shareholders can accept the offer and thus tender their shares to Acceleratio Capital N.V. As of January 9, 2017, FTC approved the transaction. The acceptance period will be on till February 10, 2017. As of February 9, 2017, KKR & Co. L.P. acquired 14.1% stake in GFK. On February 11, 2017, the minimum acceptance of 18.54% shares has reached while the tender period ended on February 10, 2017; the transaction is still subject to merger control. As of February 15, 2017, minimum acceptance of 19.3% shares has reached while the tender period extended to March 1, 2017. As of February 27, 2017, European Commission approved the transaction. The closing of the transaction is expected in the first quarter of 2017. Alvaro Membrillera, Federico Fruhbeck, J. Hillyer Jennings, Meredith B. Jones, Joseph Tootle, David Vann, Tara Kelly, Alessia De Quincey, Seema Shah, Alex Westbrook, Amin Ebrahim, Gregory W. Conway, Martin Weatherston-Wilson, William Smolinski, Mathieu M. Coquelet Ruiz of Simpson Thacher & Bartlett LLP; Kai-Michael König, Marc Henze, Boris Körner, Tim Christian Gießelmann, Lars Karsten, Christina Cannistra, Frank Wältermann, Florian Höfer, Isabel Ellinger, Guido Matthey, Simon Grosse-Brockhoff, Sarah-Jane Prinz, Sanela Rovcanin, Philipp Mels, Ulla Kelp, Elisaveta Breckheimer, Michael Bohne, Philipp Schott, Michael Sitsen and Alexander Falk of Orth Kluth; Maximilian Schiessl, Oliver Rieckers, Maximilian Schauf, Bernd Wirbel, Christian Schwandtner, Alf-Henrik Bischke, Matthias Cloppenburg, Tobias de Raet, Philipp Esser, Jesco Lindner, Marc Wetzig, Sjoerd van der Zwaag and dock Balitzki of Hengeler Mueller and Nicholas Niles of Ropes & Gray acted as legal advisors, JPMorgan acted as financial advisor, Konstanze Nardi, Michael Adolf and Christian Ehlermann of Ernst & Young acted as fairness opinion provider and BNP Paribas Securities Services S.C.A. – Branch Frankfurt am Main acted as settlement agent to KKR & Co. L.P. Ansgar Rempp, Sandra Kamper, Johannes Perlitt, Martin Schulz, Karsten Müller-Eising, Johannes Zöttl, Klaus Herkenroth, Markus Weber, Christian Krebs, Thomas Stoll and Markus Ledwina of Jones Day acted as legal advisors to the management Board of GfK. Lutz Krämer, Benedikt Gillessen and Alexander Kiefner of White & Case acted as legal advisors to the supervisory board of GfK. Deutsche Bank acted as financial advisor to the Management Board of GfK. Ralf Pampel and Lucie Gabor of Metzler Corporate Finance acted as financial advisors to the Supervisory Board of GfK. Susanne Rückert, Sven Labudda and Axel Hoppe of Fieldfisher acted as legal advisors and Martin Suter and Philipp Gillmann of Rothschild GmbH acted as the financial advisors to GfK. Clearstream Banking AG acted as custodian bank to Gfk. Paul Forst, Christoph Kneip, Thomas Wagner and Markus Suchanek of Warth & Klein Grant Thornton GmbH & Co. KG acted as accountant for Gfk Nürnberg E.V., the party alongside KKR for the tender offer. Linklaters LLP acted as legal advisor to JP Morgan Chase & Co. José Diaz, Rafael Gagliardi, Débora Sejtman, Marcel Masteguin and Maíra Bechara Leal of Demarest Advogados acted as the legal advisor to Acceleratio Capital N.V., a holding company controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. KKR European Fund IV L.P. managed by KKR & Co. L.P. (NYSE:KKR) completed the acquisition of 19.33% stake in GfK SE (XTRA:GFK) for approximately €310 million on March 1, 2017.