WALLDORF, Germany, Dec. 16, 2011 /PRNewswire/ -- SAP AG (NYSE:
SAP), through a wholly-owned subsidiary, is commencing today its
previously announced all cash tender offer to acquire all
outstanding shares of common stock of SuccessFactors, Inc. (NYSE:
SFSF) for $40.00 per share, without
interest and less any applicable withholding taxes. The
tender offer is being made pursuant to an Offer to Purchase, dated
December 16, 2011, and in connection
with an Agreement and Plan of Merger dated as of December 3, 2011 (the "Merger Agreement").
SAP and SuccessFactors first announced this transaction on
December 3, 2011.
(Logo:
http://photos.prnewswire.com/prnh/20110126/AQ34470LOGO)
The tender offer and any withdrawal rights to which
SuccessFactors' stockholders may be entitled will expire at
5:00 p.m. EST on January 18, 2012, unless the tender offer is
extended in accordance with the Merger Agreement. Following
completion of the tender offer and, if required, receipt of
stockholder approval, SAP expects to consummate a merger in which
remaining SuccessFactors stockholders will receive the same cash
price per share as paid in the tender offer. Following the merger,
SuccessFactors will become an indirectly wholly-owned subsidiary of
SAP.
There is no financing condition to the tender offer. The
closing of the tender offer is conditioned on the tender of at
least a majority of the outstanding shares of SuccessFactors'
common stock on a fully diluted basis, the expiration or early
termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, as amended and other
conditions described in the Offer to Purchase.
The complete terms and conditions of the tender offer are
included in the Offer to Purchase, Letter of Transmittal and other
related materials to be filed by SAP with the U.S. Securities and
Exchange Commission ("SEC") today. In addition,
SuccessFactors will also file today a Schedule 14D-9
Solicitation/Recommendation Statement with the SEC relating to the
tender offer.
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 176,000 customers to operate profitably, adapt
continuously, and grow sustainably. For more information, visit
www.sap.com.
Additional Information
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. SAP and its
wholly owned subsidiary will file a Tender Offer Statement with the
SEC on Schedule TO, and will mail an Offer to Purchase, Letter of
Transmittal and related documents to stockholders of
SuccessFactors. SuccessFactors will file a
Solicitation/Recommendation Statement on Schedule 14d-9 with
respect to the offer. The Tender Offer Statement, Offer to
Purchase, Letter of Transmittal, Solicitation/Recommendation
Statement and related documents will contain important information
that should be read carefully before any decision is made with
respect to the Tender Offer. These materials will be
available at no charge on the SEC's web site at www.sec.gov.
The Tender Offer Statement and related materials may be obtained
for free by directing a request by mail to Georgeson Inc., 199
Water Street, 26th Floor, New York,
NY 10038 or by calling toll-free in the United States (866) 507-1756 (or for banks
and brokers, (212) 440-9800).
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. 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 and the ability of the parties to complete the
transaction.
SAP is not obligated to, and undertakes no obligation to,
publicly update or revise any forward-looking statements to reflect
events or circumstances after the date of this document. All
forward-looking statements are subject to various risks and
uncertainties that could cause actual results to differ materially
from expectations. The factors that could affect SAP's future
financial results are discussed more fully in SAP's filings with
the SEC, including SAP's most recent Annual Report on Form 20-F
filed with the SEC. Statements regarding the expected date of
closing of the tender offer are forward-looking statements and are
subject to risks and uncertainties including among others:
uncertainties as to the timing of the tender offer and the
satisfaction of closing conditions, including the receipt of
regulatory approvals. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of their dates.
© 2011 SAP AG. All rights reserved.
SAP, R/3, SAP NetWeaver, Duet, PartnerEdge, ByDesign, SAP
BusinessObjects Explorer, StreamWork, and other SAP products and
services mentioned herein as well as their respective logos are
trademarks or registered trademarks of SAP AG in Germany and other countries.
Business Objects and the Business Objects logo, BusinessObjects,
Crystal Reports, Crystal Decisions, Web Intelligence, Xcelsius, and
other Business Objects products and services mentioned herein as
well as their respective logos are trademarks or registered
trademarks of Business Objects Software Ltd. Business Objects is an
SAP company.Sybase and Adaptive Server, iAnywhere, Sybase 365, SQL
Anywhere, and other Sybase products and services mentioned herein
as well as their respective logos are trademarks or registered
trademarks of Sybase, Inc. Sybase is an SAP company.
All other product and service names mentioned are the trademarks
of their respective companies. Data contained in this document
serves informational purposes only. National product specifications
may vary.
These materials are subject to change without notice. These
materials are provided by SAP AG and its affiliated companies ("SAP
Group") for informational purposes only, without representation or
warranty of any kind, and SAP Group shall not be liable for errors
or omissions with respect to the materials. The only warranties for
SAP Group products and services are those that are set forth in the
express warranty statements accompanying such products and
services, if any. Nothing herein should be construed as
constituting an additional warranty.
For
customers interested in learning more about SAP
products:
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Global
Customer Center:
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+49 180
534-34-24
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United
States Only:
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1 (800)
872-1SAP (1-800-872-1727)
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For
more information, press only:
|
|
Christoph
Liedtke
|
+49 6227
7-50383
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christoph.liedtke@sap.com, CET
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Jim
Dever
|
+1 610 661
2161
|
james.dever@sap.com, ET
|
Andrea
Meyer, SuccessFactors
|
+1 415 370
7329
|
ameyer@successfactors.com; PST
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SAP Press
Office
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+49 6227
7-46315, CET;
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+1 610
661-3200, EDT;
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press@sap.com
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For
more information, financial community only:
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Stefan
Gruber
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+49 6227
7-44872
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investor@sap.com, CET
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Follow SAP
Investor Relations on Twitter at @sapinvestor.
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SOURCE SAP AG