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SuccessFactors Proprietary and Confidential © 2011 SuccessFactors, Inc. All
rights reserved.
The statements in
this document are neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the
outstanding shares of SuccessFactors common stock described herein has not commenced. At the time the
offer is commenced SAP
America, Inc. and Saturn Expansion Corporation, an indirect subsidiary
of SAP AG, will file a Schedule TO Tender Offer Statement with
the Securities and Exchange
Commission, and SuccessFactors, Inc. will file a Schedule 14D-9 Solicitation/Recommendation Statement
with respect to the offer. The Tender Offer Statement (including an offer to purchase, a related
letter of transmittal and other offer
documents) and the Solicitation/Recommendation Statement
will contain important information that should be read carefully before any
decision is made
with respect to the Tender Offer. Those materials and other documents filed by SAP AG, SAP America, Inc., Saturn
Expansion Corporation or SuccessFactors with the SEC will be available at no charge on the Securities
and Exchange Commission's
web site at
www.sec.gov
.
The Schedule TO Tender Offer Statement and related materials may be obtained for free by directing such
requests to SAP AG, Attention: Stefan Gruber, Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany,
Telephone: +49 6227 744872. The
Schedule 14D-9 Solicitation/Recommendation Statement and
such other documents may be obtained for free by directing such requests
to SuccessFactors
Global Headquarters, Attention: Andrea Meyer, 1500 Fashion Island Blvd. Suite 300, San Mateo, CA 94404, USA,
Telephone +1 (650) 645-2000.
This document 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 SuccessFactors, 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
SuccessFactors employees, customer and partner uncertainty regarding the anticipated benefits of the
transaction, the failure of SAP
and SuccessFactors to achieve the anticipated synergies of the
proposed transaction and other risks detailed in SAP's and
SuccessFactors's SEC filings,
including those discussed in SAP's annual report on Form 20-F for the year ended December 31, 2010
and SuccessFactors's quarterly report on Form 10-Q for the quarter ended September 30, 2011, each
of which is on file with the SEC
and available at the SEC's website at
www.sec.gov
.
Neither SAP nor SuccessFactors is 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.
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