Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
Filed by: Qualtrics International Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: SAP SE
Subject Company’s Commission File No.: 001-14251
January 19, 2021, the following communication was sent via email to
eligible employees of Qualtrics International Inc. (“Qualtrics”),
SAP SE (“SAP”) and their subsidiaries in connection with Qualtrics’
and SAP’s offer to exchange certain outstanding awards for
restricted stock units with respect to shares of Class A common
stock of Qualtrics.
reminder that the deadline to make your election for the equity
exchange offer is January 27, 2021 at Noon MST. If you are
able to make an election sooner, that will help us with planning.
Keep in mind that you can change your election at any time up until
the deadline. So far, approximately 98% of employees who have made
an election on the website have chosen to participate in the
exchange, including all of our executive officers, and more than
70% of eligible awards have been tendered in the exchange.
can access the election form here, along with the prospectus and
other documentation containing all of the exchange offer details.
You should have received an email with your unique login details
around December 28 from email@example.com. Note that the
offer only applies to employees who have existing equity grants, so
anyone who hasn’t previously received a Qualtrics or SAP equity
grant did not get the email.
you have any questions, please contact the information agent for
the exchange offer, DF King & Co, at +1-866-340-7108 or
can also reach out to me or firstname.lastname@example.org.
Important Information Regarding
the Exchange Offer
You are urged to read the Prospectus – Offer to Exchange, and any
other relevant documents filed with the SEC before making a
decision whether to participate in the Offer. None of
Qualtrics, SAP or any of their respective directors or officers
makes any recommendation as to whether you should participate in
the Offer. This communication is for informational
purposes only and is neither an offer to sell nor the solicitation
of an offer to buy any securities or a recommendation as to whether
investors should participate in the Offer. You may obtain a
free copy of the Prospectus—Offer to Exchange, and other related
documents filed with the SEC by
Qualtrics, online at the SEC’s website at www.sec.gov. For additional information
or assistance concerning the Offer or to request copies of the
Prospectus—Offer to Exchange and other information incorporated by
reference in the Prospectus—Offer to Exchange, without charge, you
should contact the information agent, D.F. King & Co., Inc. at
+1 (866) 340-7108 or email@example.com. All capitalized
terms not otherwise defined in this communication shall have the
meanings ascribed to them in the Prospectus – Offer to