DUBLIN, Calif., and
WALLDORF, Germany, Jan. 29, 2018 /PRNewswire/ -- SAP SE (NYSE:
SAP) and Callidus Software Inc. (doing business as CallidusCloud®)
(Nasdaq: CALD) today announced that SAP America, Inc. has
entered into an agreement to acquire CallidusCloud, the leader in
cloud-based Lead to Money (Quote-to-Cash) solutions.
The CallidusCloud board of directors has unanimously approved
the transaction. The per share purchase price of $36.00 represents a 21% premium over the 30-day
volume weighted average price per share and a 28% premium over
CallidusCloud's 90-day volume weighted average price per share. The
per share price represents an enterprise value of approximately
$2.4 billion. SAP has elected to fund
the transaction with existing cash balances and an acquisition term
loan. The transaction is expected to close in the second quarter of
2018, subject to approval from CallidusCloud stockholders,
clearances by the relevant regulatory authorities, and other
customary closing conditions. The transaction is expected to be
essentially neutral to SAP's non-IFRS earnings per share for fiscal
2018 and accretive to SAP's non-IFRS earnings per share for fiscal
2019.
Reinventing the Front Office
The acquisition gives SAP
immediate leadership in the Lead to Money space that includes sales
performance management (SPM) and configure-price-quote (CPQ).
CallidusCloud offers a full suite of SPM and CPQ solutions,
including sales enablement, sales analytics and customer
engagement. The combination of SAP's assets with CallidusCloud's
will deliver the most complete, end-to-end, fully cloud-based
'Lead-to-Cash' offering. CallidusCloud has been a partner of SAP
for several years, based on a joint selling agreement.
Two Growth Companies, Stronger Together
CallidusCloud
is a synergistic addition to SAP's portfolio and significantly
strengthens SAP's position in the customer relationship management
(CRM) space. CallidusCloud's solutions are tailored to the specific
needs of sales people on the ground and link sales-related
information, such as pricing, incentives, and commissions, to
enterprise resource planning (ERP) systems. CallidusCloud as part
of SAP will seamlessly link front and back offices, align sales,
compensation and corporate goals, and ensure real-time data flow
between the field and finance department.
Statements by the Chief Executive Officers
"SAP is
connecting the back office to the front office in this
consumer-driven growth revolution," said Bill McDermott, CEO of SAP. "Our customers are
focused on reinventing sales, service, marketing, and commerce. The
addition of CallidusCloud aligns perfectly to SAP's innovation
strategy to transform the front office. SAP gives CallidusCloud the
global scale to accelerate its already impressive growth. These two
strong companies will be better together, help the world run better
and improve people's lives."
CallidusCloud CEO Leslie Stretch
said: "We are super excited to join forces with SAP. This move
gives customers precisely what they want, the market leading Sales
Performance (SPM), Sales Execution (CPQ) and Sales Enablement
clouds combined with SAP Hybris and S/4HANA. This is true Lead to
Money, beyond CRM and beyond Quote-to-Cash. It's the joined-up
Front Office and Back Office Cloud everyone needs for
21st Century Business. In addition, the purchase price
provides substantial value to our stockholders."
Additional Business Synergies
SAP's S/4HANA business
suite in the cloud, SAP Hybris, and Gigya solutions already help
businesses deliver new customer experiences, connecting the demand
chain to the supply chain. SAP Hybris solutions help companies
serve consumers in any channel, on any device. In addition, SAP
Hybris's revenue and billing solutions enable companies to monetize
new business models. Gigya helps companies secure, protect, and
service the consumer's digital identity in the age of data
protection and regulation.
CallidusCloud, combined with SAP's solution portfolio, also will
offer companies powerful tools to enhance sales execution and
transform customer engagement. CallidusCloud's portfolio will
strengthen existing SAP sales solutions. The portfolio will be
enriched with sales planning and forecasting, territory management,
and pipeline management. SAP's sales content management will
benefit from easy access to contracts, collateral, and
learning.
Additionally, with the Lead to Money suite, CallidusCloud is a
leader in cloud-based Quote-to-Cash solutions. This area includes
solutions for sales performance management (SPM), sales execution
including configure-price-quote (CPQ) applications, sales
enablement including learning applications, customer engagement and
analytics. CallidusCloud SPM solutions give salespeople
instantaneous knowledge of their compensation associated with
particular product and pricing configurations and reduce errors in
calculating sales commissions and compensation arrangements.
CallidusCloud CPQ solutions enable salespeople to identify and
configure product packages that have built-in rules for discounts
and that can generate proposals for the customers on the spot and
during the conversation with the customer. CallidusCloud CPQ
solutions also can automatically generate contracts in real time
while the salesperson is with the customer. Part of CallidusCloud
offering is a sales-focused and mobile-native learning platform
called "Litmos," which shows solid growth.
SAP will follow a strategy of openness that will continue to
support integration of CallidusCloud solutions with third-party
installations.
Upon completion of the transaction, SAP expects to consolidate
all CallidusCloud product assets within SAP Hybris solutions as
part of SAP's Cloud Business Group. The existing management team
will continue to lead CallidusCloud. The SAP Cloud Platform is to
be used for the technical integration of CallidusCloud
solutions.
For further information regarding the terms and conditions
contained in the definitive merger agreement, please see
CallidusCloud Current Report on Form 8-K, which will be filed in
connection with this transaction.
Financial Analyst and Media Conference Call
SAP senior
management will host a press conference in Walldorf, January 30, 2018 at 10:00
AM (CET) / 9:00 AM (GMT) /
4:00 AM (Eastern) / 1:00 AM (Pacific), followed by a financial
analyst conference call at 2:00 PM
(CET) / 1:00 PM (GMT) /
8:00 AM (Eastern) / 5:00 AM (Pacific). Both conferences will be
webcast live on the SAP's website at www.sap.com/investor and will
be available for replay.
CallidusCloud expects to release its fourth quarter and full
year 2017 financial results via press release after market hours on
February 8, 2018. As a result of this
announcement, CallidusCloud will be cancelling its fourth quarter
and full year 2017 financial results conference call previously
scheduled for Thursday, February 8,
2018 at 1:30 p.m. PT
(4:30 p.m. ET).
About CallidusCloud
Callidus Software Inc. (NASDAQ:
CALD), doing business as CallidusCloud®, is the global leader in
cloud-based sales, marketing, learning, and customer experience
solutions. CallidusCloud enables organizations to accelerate and
maximize their multi-product strategy with a complete suite of
solutions that identify the right leads, ensure proper territory
and quota distribution, enable sales forces, automate configure
price quote, speed up contract negotiations, properly recognize
revenue under ASC 606, and streamline sales compensation—driving
bigger deals, faster. Over 5,800 leading organizations, across all
industries, rely on CallidusCloud to optimize their multi-product
strategy to close more deals for more money in record time. For
more information, visit https://www.calliduscloud.com/.
About SAP
As market leader in enterprise application
software, SAP (NYSE: SAP) helps companies of all sizes and
industries run better. From back office to boardroom, warehouse to
storefront, desktop to mobile device – SAP empowers people and
organizations to work together more efficiently and use business
insight more effectively to stay ahead of the competition. SAP
applications and services enable more than 378,000 business and
public sector customers to operate profitably, adapt continuously,
and grow sustainably. For more information, visit www.sap.com.
Visit the SAP News Center. Follow SAP on Twitter at
@sapnews.
Cautionary Statement Regarding Forward-Looking
Statements
Any statements contained in this document that
are not historical facts are forward-looking statements as defined
in the U.S. Private Securities Litigation Reform Act of 1995. Words
such as "anticipate", "believe", "estimate", "expect", "forecast",
"intend", "may", "plan", "project", "predict", "should" and "'will"
and similar expressions as they relate to SAP or Callidus Software
Inc. are intended to identify such forward-looking statements. This
release contains forward-looking statements that involve risks and
uncertainties concerning the parties' ability to close the
transaction and the expected closing date of the transaction, the
anticipated benefits and synergies of the proposed transaction,
anticipated future combined operations, products and services, and
the anticipated role of CallidusCloud, its key executives and its
employees within SAP following the closing of the transaction.
Actual events or results may differ materially from those described
in this release due to a number of risks and uncertainties. These
potential risks and uncertainties include, among others, the
outcome of regulatory reviews of the proposed transaction, the
ability of the parties to complete the transaction, the failure to
retain key CallidusCloud employees, customer and partner
uncertainty regarding the anticipated benefits of the transaction,
the failure of SAP and CallidusCloud to achieve the anticipated
synergies of the proposed transaction and other risks detailed in
SAP's and CallidusCloud's SEC filings, including those discussed in
SAP's Annual Report on Form 20-F for the year ended December 31, 2016 and CallidusCloud's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2017, each of which is on file with
the SEC and available at the SEC's website at www.sec.gov. SAP is
not obligated to update these forward-looking statements to reflect
events or circumstances after the date of this document. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of their dates.
Additional Information About the Merger
In connection
with the proposed merger, Callidus Software Inc. will file a proxy
statement with the SEC. The definitive proxy statement will be sent
or given to CallidusCloud stockholders entitled to vote at the
special meeting relating to the transaction and will contain
important information about the proposed merger and related
matters. CallidusCloud's stockholders are urged to read the
definitive proxy statement (including any amendments or supplements
thereto) carefully when it becomes available before making any
voting or investment decision with respect to the proposed merger
because it will contain important information about the merger and
the parties to the merger. Additionally, CallidusCloud and SAP will
file other relevant materials in connection with the proposed
acquisition of CallidusCloud by SAP pursuant to the terms of an
Agreement and Plan of Merger by and among, SAP America, Inc.,
Emerson One Acquisition Corp., a wholly owned subsidiary of SAP
America, and CallidusCloud. SAP, CallidusCloud and their respective
directors, executive officers and other members of their management
and employees, under SEC rules, may be deemed to be participants in
the solicitation of proxies of CallidusCloud stockholders in
connection with the proposed merger. Investors and security holders
may obtain more detailed information regarding the names,
affiliations and interests of certain of SAP's executive officers
and directors in the solicitation by reading SAP's most recent
Annual Report on Form 20-F, and the proxy statement and other
relevant materials filed with the SEC when they become available.
Information concerning the interests of CallidusCloud's
participants in the solicitation, which may, in some cases, be
different than those of CallidusCloud's stockholders generally,
will be set forth in the proxy statement relating to the merger
when it becomes available.
The materials to be filed by SAP and CallidusCloud with the SEC
may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, security holders will be able to obtain
free copies of the proxy statement from CallidusCloud, once it is
filed with the SEC, by contacting CallidusCloud Investor Relations
through the investor contact page on the company's website at
http://investor.calliduscloud.com/about-us/investor-relations/investor-faq/.
© 2017 SAP SE. All rights reserved.
SAP and other SAP products and services mentioned herein as well as
their respective logos are trademarks or registered trademarks of
SAP SE in Germany and other
countries. Please see
http://www.sap.com/corporate-en/legal/copyright/index.epx#trademark
for additional trademark information and notices.
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For more information,
financial community only:
|
Stefan Gruber,
SAP
|
+49 (6227)
7-44872
|
investor@sap.com,
CET
|
Carolyn Bass,
CallidusCloud
|
+1(415)445-3232
|
cbass@marketstreetpartners.com, PT
|
|
|
|
For more information,
press only:
|
Rajiv Sekhri,
SAP
|
+49 (6227)
7-74871
|
rajiv.sekhri@sap.com,
CET
|
Daniel Reinhardt,
SAP
|
+49 (6227) 7-40201
|
daniel.reinhardt@sap.com, CET
|
|
|
|
For customers
interested in learning more about SAP
products:
|
Global Customer
Center:
|
+49 180
534-34-24
|
|
United States
Only:
|
+1 (800) 872-1SAP
(+1-800-872-1727)
|
|
|
|
|
SAP News Center press
room; press@sap.com
|
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SOURCE SAP SE