WALLDORF, Germany, June 5, 2024
/PRNewswire/ -- SAP SE
(NYSE: SAP) and WalkMe Ltd. (NASDAQ: WKME) announced today
that the companies have entered into a definitive agreement under
which SAP will acquire WalkMe, a leader in digital adoption
platforms (DAPs). WalkMe's solutions help
organizations navigate constant technology change by providing
users with advanced guidance and automation features that enable
them to execute workflows seamlessly across any number of
applications. This results in higher adoption of the
underlying application and as such drives value
realization.
The Executive and Supervisory Boards of SAP SE and the
board of directors of WalkMe have
approved the transaction for US $14.00 per share in an all-cash transaction,
representing an equity value of approximately US $1.5 billion. The offer price represents a 45%
premium to WalkMe's closing share price on June 4,
2024.
The envisioned combination complements SAP's Business
Transformation Management portfolio around SAP Signavio and SAP
LeanIX solutions to help customers on their transformation
journeys.
"Applications, processes, data, and people are the four
key elements of a successful business transformation," said
Christian Klein, CEO and member of
the Executive Board of SAP SE. "By acquiring
WalkMe, we are doubling down on the support we
provide our end users, helping them to quickly adopt new solutions
and features to get the maximum value out of their IT
investments."
WalkMe: Focus on Analyzing Adoption and Business
Transformation
"We are thrilled to join forces with SAP.
This acquisition marks a significant milestone in our journey,
providing us with the resources and customer base necessary to
enhance our product offerings and expand our market reach," said
Dan Adika, CEO of WalkMe.
"By leveraging SAP's extensive ecosystem, we are
poised to unlock substantial growth opportunities and deliver even
greater value to our customers. Together, we look forward to a
future filled with innovation and exceptional
service."
WalkMe helps organizations boost enterprise productivity
and lower risk by enabling consistent, effective and efficient use
of software and the workflows it enables. Its DAP
works on top of an organization's application landscape, detects
where people encounter friction and provides the
tailored support and automation, they need to complete the job to
be done, right in the flow of work, across any application.
Importantly, WalkMe will continue to fully support non-SAP
applications.
Soon, WalkMe will
launch the WalkMeX
copilot, which will use WalkMe's
contextual awareness and AI to suggest the best next step for any
workflow, anywhere.
WalkMeX has the
capability to always be on, serving as an overlay to any
application, including copilots from different vendors that
companies use in their landscapes. Integrating the
strength of WalkMe's adoption capabilities with SAP's copilot Joule
will boost AI assistant and productivity gains for all SAP
customers. Additionally, integrating distinctive e-learning
features in the SAP Enable Now solution with WalkMe will form the
center of SAP's people-centric transformation approach going
forward.
The acquisition is subject to customary closing
conditions, including the receipt of WalkMe
shareholder approval and necessary regulatory
clearances, and is expected to close in the third quarter of 2024.
The impact of the transaction on SAP's non-IFRS earnings per share
for fiscal 2024 is expected to be immaterial.
About
SAP
As a global
leader in enterprise applications and business AI, SAP (NYSE:
SAP) stands at
the nexus of
business and technology. For over 50 years, organizations have
trusted SAP to bring out their best by
uniting business-critical operations
spanning finance, procurement, HR, supply chain, and customer
experience. For more information,
visit www.sap.com.
About WalkMe
WalkMe (NASDAQ: WKME),
headquartered in Tel Aviv,
Israel, pioneered DAP innovations and solutions
so companies can effectively navigate the constant change brought
on by technology. With WalkMe,
organizations drive enterprise productivity and reduce risk by
ensuring consistent, responsible, and efficient adoption of
software and the workflows it powers. Our AI-driven platform sits
on top of an organization's tech stack, identifies where people
experience friction, and delivers the personalized guidance and
automation needed to get the job done, right in the flow of work.
Customers like IBM, Nestle, ThermoFisher Scientific, and the U.S.
Dept. of Defense trust WalkMe to create
the people-centric experiences required to boost the effectiveness
of their workflows and maximize software ROI.
Additional Important Information and Where to Find
It
In connection with the proposed transaction,
WalkMe will prepare a proxy statement to be delivered to its
shareholders and furnished to the Securities and Exchange
Commission (the "SEC"). INVESTORS AND SECURITY HOLDERS ARE STRONGLY
ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND
OTHER RELEVANT DOCUMENTS FILED OR FURNISED TO THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN,
BECAUSE THE PROXY STATEMENT AND SUCH OTHER RELEVANT DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES TO THE PROPOSED TRANSACTION. This press release is not
a substitute for the proxy statement or any other document that may
be filed or furnished by WalkMe with the SEC.
The proxy statement and other related documents filed or
furnished to the SEC regarding the proposed transaction may be
obtained for free from the SEC's website
(www.sec.gov), WalkMe's website at
www.walkme.com or by directing such request to
WalkMe's Investor Relations below.
Forward-Looking Statements
This press release contains "forward-looking statements"
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 and other applicable
securities laws. All statements other than statements of historical
fact, including statements regarding the proposed acquisition of
WalkMe by SAP, the expected timing for completing the proposed
transaction and the terms thereof, future financial and operating
results, benefits and synergies of the transaction, future
opportunities for the combined businesses and any other statements
regarding events or developments that may occur in the future, may
be "forward-looking statements" for purposes of federal and state
securities laws. These forward-looking statements involve a number
of risks and uncertainties that could significantly affect the
financial or operating results of SAP, WalkMe or the combined
company. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "estimates," "predicts," "seeks," "targets,"
"would," "will," "should," "may" and variations of such words and
similar expressions are intended to identify such forward-looking
statements. Such statements are based on management's expectations
as of the date they are first made, are not guarantees of future
performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Neither SAP nor WalkMe
can give any assurances that the expectations in such
forward-looking statements will be attained and, therefore, actual
outcomes and results may differ materially from what is expressed
or forecasted in such forward-looking statements. For example,
these forward-looking statements could be affected by factors
including, without limitation, risks associated with the ability to
consummate the proposed transaction, the satisfaction of the
conditions to the consummation of the proposed transaction,
including the receipt of certain regulatory approvals, and the
timing of the closing of the proposed transaction; the occurrence
of any event, change or other circumstance that could give rise to
the termination of the proposed transaction; the potential that
WalkMe shareholders may not approve the transaction; the ability to
successfully integrate operations and employees; the ability to
realize anticipated benefits and synergies of the proposed
transaction as rapidly or to the extent anticipated by financial
analysts or investors; the potential impact of the announcement of
the proposed transaction on operating results, business generally
and business relationships, including with employees, customers,
suppliers and competitors; unanticipated restructuring costs may be
incurred or undisclosed liabilities assumed; actual or threatened
legal proceedings that have been or may be instituted against SAP
or WalkMe in connection with the proposed transaction or otherwise;
the ability and costs related to retaining key personnel and
clients; risks related to diverting management's attention from
ongoing business operations; delays, challenges, costs, fees,
expenses and charges related to the proposed transaction; actions
by competitors; general adverse economic, political, social and
security conditions in the regions and industries in which SAP and
WalkMe operate, including relating to Israel's ongoing war with Hamas and other
terrorist organizations in the Middle
East and general hostilities; exposure to inflation,
currency rate and interest rate fluctuations and risks associated
with doing business locally and internationally, as well as
fluctuations in the market price of SAP and WalkMe's traded
securities; natural catastrophes, any pandemic, epidemic or
outbreak of infectious disease, warfare, protests and riots, and
terrorist attacks; and those additional risks and factors discussed
in reports filed or furnished with the SEC by SAP and WalkMe,
including SAP's and WalkMe's most recent Annual Reports on Form
20-F and in any subsequent reports on Form 6-K, each of which is on
file with or furnished to the SEC and available at the SEC's
website at www.sec.gov. Reports
filed or furnished with the SEC by SAP are also available on SAP's
website at www.sap.com/investors and by
WalkMe on WalkMe's website at
www.walkme.com. Moreover, other risks and
uncertainties of which SAP or WalkMe are not currently aware or may
not currently consider material may also affect each of the
companies' forward-looking statements and may cause actual results
and the timing of events to differ materially from those
anticipated. The forward-looking statements made in this press
release are made only as of the date hereof or as of the dates
indicated in the forward-looking statements, even if they are
subsequently made available by SAP or WalkMe on their respective
websites or otherwise. Neither SAP nor WalkMe undertakes any
obligation to update or supplement any forward-looking statements
to reflect actual results, new information, future events, changes
in its expectations or other circumstances that exist after the
date as of which the forward-looking statements were
made.
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