WALLDORF, Germany and
SAN MATEO, Calif., Feb. 16, 2012 /PRNewswire/ -- SAP AG (NYSE:
SAP) and SuccessFactors, Inc. (NYSE: SFSF) today announced the
successful completion of SAP AG's cash tender offer, commenced
through its indirectly wholly-owned subsidiary Saturn Expansion
Corporation, for all issued and outstanding shares of common stock
of SuccessFactors, Inc ("SuccessFactors"). The tender offer was
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. SAP and SuccessFactors first
announced this transaction on December 3,
2011.
(Logo:
http://photos.prnewswire.com/prnh/20110126/AQ34470LOGO)
American Stock Transfer & Trust Company, LLC, the depositary
for the tender offer, has indicated that, as of 5:00 p.m., New York
City time, on February 15,
2012, 81,673,335 shares of common stock of SuccessFactors
(approximately 95.5% of the shares of common stock of
SuccessFactors issued and outstanding) have been tendered into and
not withdrawn from the tender offer (including 5,411,270 shares of
common stock of SuccessFactors tendered pursuant to the guaranteed
delivery procedures set forth in the Offer to Purchase).
Computershare Trust Company, N.A., SuccessFactors' transfer agent,
has indicated that, as of 5:00 p.m.,
New York City time, on
February 15, 2012, 85,541,359 shares
of common stock of SuccessFactors were issued and outstanding.
Saturn Expansion Corporation has accepted for payment all shares
that were validly tendered and not withdrawn in the Offer. Saturn
Expansion Corporation intends to effect a short-form merger under
Delaware law as promptly as
practicable. As a result of the merger, the remaining
SuccessFactors stockholders (other than those who properly exercise
appraisal rights under Delaware
law) will receive the same $40.00 per
share price, without interest and subject to any required
withholding of taxes, that was paid in the tender offer. After the
merger, SuccessFactors will be a wholly owned subsidiary of SAP
America, Inc., and SuccessFactors will seek delisting of its shares
from the NYSE, Deutsche Borse, and the Professional Segment of
Euronext Paris.
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 183,000 customers (includes customers from the
acquisition of Sybase) to operate profitably, adapt continuously,
and grow sustainably. For more information, visit www.sap.com.
About SuccessFactors, an SAP company
SuccessFactors, an SAP company, is the leading provider of
cloud-based Business Execution Software, and delivers business
alignment, team execution, people performance, and learning
management solutions to organizations of all sizes across more than
60 industries. With approximately 15 million subscription seats
globally, we strive to delight our customers by delivering
innovative solutions, content and analytics, process expertise and
best practices insights from serving our broad and diverse customer
base. Today, we have more than 3,500 customers in more than 168
countries using our application suite in 35 languages.
Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer
is being made pursuant to a tender offer statement (including an
Offer to Purchase, Letter of Transmittal and related tender offer
documents), which was filed by SAP, SAP America, Inc. and Saturn
Expansion Corporation with the U.S. Securities and Exchange
Commission (the "SEC") on December 16,
2011, as amended. In addition, on December 16, 2011, SuccessFactors filed a
Solicitation/Recommendation Statement on Schedule 14d-9 with the
SEC related to the tender offer. The Tender Offer Statement,
Offer to Purchase, Letter of Transmittal,
Solicitation/Recommendation Statement and related documents, as
well as amendments thereto, contain important information that
should be read carefully before any decision is made with respect
to the Tender Offer. These materials are 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. 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.
© 2012 by SAP AG. All rights reserved.
SAP and the SAP logo are registered trademarks of SAP AG in
Germany and other countries.
Business Objects and the Business Objects logo are trademarks or
registered trademarks of Business Objects Software Ltd. Business
Objects is an SAP company. Sybase and the Sybase logo are
registered trademarks of Sybase Inc. Sybase is an SAP company.
Crossgate is a registered trademark of Crossgate AG in Germany and other countries. Crossgate 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.
Follow SAP Investor Relations on Twitter at @sapinvestor.
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)
For more information, press only:
Christoph Liedtke, SAP, +49
6227 7-50383, christoph.liedtke@sap.com, CET
Jim Dever, SAP, +1 (610) 661-2161,
james.dever@sap.com, EST
SAP Press Office, +49 (6227) 7-46315, CET; +1 (610) 661-3200, EST;
press@sap.com
Andrea Meyer, SuccessFactors, +1
(415) 370 7329, ameyer@successfactors.com, PST
For more information, financial community only:
Stefan Gruber, SAP, +49 6227
7-44872, investor@sap.com, CET
SOURCE SAP AG