SAP SE

Foreign Filer Report • Aug 10, 2010

News Details

Other Capital Market Information | 10 August 2010 17:32

SAP AG: Release according to Article 30e of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

SAP AG / Third country release according to Article 30e Para. 1, No. 3 of the WpHG [the German Securities Trading Act]

10.08.2010 17:32

Dissemination of a Post-admission Duties announcement according to Article 30e Para. 1 No. 3 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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With ad hoc announcement dated May 12, 2010, SAP AG announced that SAP AG's
subsidiary, SAP America, Inc., ('SAP America') has signed a definitive
merger agreement dated May 12, 2010 (the 'Merger Agreement') to acquire
Sybase, Inc., Dublin, California, USA ('Sybase').
On May 26, 2010, Sheffield Acquisition Corp. (the 'Purchaser'), a
wholly-owned subsidiary of SAP America, made the 'Offer To Purchase For
Cash of All Outstanding Shares Of Common Stock including the Associated
Preferred Share Purchase Rights of Sybase, Inc.' at USD 65.00 per share
under the terms and conditions of such merger agreement (the 'Offer to
Purchase').
On July 27, 2010, SAP announced that the Purchaser has successfully
completed its cash tender offer for all outstanding shares of common stock
of Sybase. The Offer to Purchase expired at 9:00 p.m., New York City time,
on Monday, July 26, 2010 and was not extended.
On July 30, 2010, SAP announced that it has completed the acquisition of
Sybase via a short-form merger under Delaware law (the 'Merger') pursuant
to which the Purchaser was merged with and into Sybase, with Sybase
surviving the merger as a wholly owned subsidiary of SAP America. As a
result of the Merger, all outstanding shares of Sybase that were not
tendered into the previously completed Offer to Purchase (other than shares
held by Sybase, SAP America or any of their wholly-owned subsidiaries, and
shares held by stockholders that properly exercise appraisal rights under
Delaware law) were converted into the right to receive USD 65.00 per share
in cash without interest and subject to any required withholding of taxes,
the same consideration paid to stockholders in the Offer to Purchase.

In connection with the Offer To Purchase and the Merger, SAP AG has filed
the following documents with the U.S. Securities and Exchange Commission
('SEC') on July 30, 2010:
A Form 6-K including the following Exhibit:
- 'Exhibit 99.1: Press release dated July 30, 2010'
This Form 6-K filed with the SEC is available on the corporate website of
SAP AG at: www.sap.com/about/investor/sybase.epx.

Further, in connection with the Offer To Purchase and the Merger, SAP AG
has filed the following documents with the SEC on July 30, 2010:
A Form 3 - Initial Statement of Beneficial Ownership of Securities -
relating to common stock of Sybase acquired under the Offer to Purchase.
A Form 4 - Statement of Changes in Beneficial Ownership of Securities -
relating to common stock of Sybase acquired in a top-up option and the
Merger.
A Schedule 13D, disclosing the purchase of all Sybase shares.
The Form 3, Form 4 and Schedule 13D filed with the SEC are available on the
corporate website of SAP AG at: www.sap.com/about/investor/sybase.epx.

The Schedule TO-T filed by SAP AG on May 26, 2010 with the SEC, as amended
and supplemented by the Amendments No. 1 through No. 6, contains the
documentation of the Offer to Purchase and includes the following
documents:
A Schedule TO-T including
- 'Exhibit (a)(1)(A): Offer to Purchase, dated May 26, 2010'
- 'Exhibit (a)(1)(B): Form of Letter of Transmittal'
- 'Exhibit (a)(1)(C): Notice of Guaranteed Delivery'
- 'Exhibit (a)(1)(D): Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees'
- 'Exhibit (a)(1)(E): Form of Letter to Clients for Use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees'
- 'Exhibit (a)(1)(F): Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9'
- 'Exhibit (a)(5)(A): Press release issued by SAP AG and Sybase on May 12,
2010, incorporated herein by reference to the Schedule TO-C filed by SAP
AG, SAP America and the Purchaser on May 13, 2010'
- 'Exhibit (a)(5)(B): Summary Advertisement as published in the Wall Street
Journal on May 26, 2010'
- 'Exhibit (a)(5)(C): Press release issued by SAP AG on May 26, 2010'
- 'Exhibit (a)(5)(D): Press release issued by SAP AG on June 17, 2010'
- 'Exhibit (a)(5)(E): Press release issued by SAP AG on July 2, 2010'
- 'Exhibit (a)(5)(F): Press release issued by SAP AG on July 19, 2010'
- 'Exhibit (a)(5)(G): Press release issued by SAP AG on July 20, 2010'
- 'Exhibit (a)(5)(H): Press release issued by SAP AG on July 27, 2010'
- 'Exhibit (b)(1): Credit Facility Agreement, dated May 21, 2010, among SAP
AG, as borrower, Barclays Capital and Deutsche Bank AG, as mandated lead
arrangers, the financial institutions listed in Schedule 1 as lenders, as
original lenders, and Deutsche Bank Luxembourg S.A., as agent'
- 'Exhibit (d)(1): Agreement and Plan of Merger, dated as of May 12, 2010,
by and among SAP America, the Purchaser and Sybase, incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Sybase
on May 13, 2010'
- 'Exhibit (d)(2): Mutual Non-Disclosure Agreement, dated as of April 19,
2010, and effective as of April 2, 2010, between SAP AG and Sybase'
- 'Exhibit (d)(3): Exclusivity Agreement, dated as of April 30, 2010,
between SAP AG and Sybase'
The abovementioned documents filed with the SEC are available on the
corporate website of SAP AG at: www.sap.com/about/investor/sybase.epx.

10.08.2010 Ad hoc announcement, Financial News and Press Release distributed by DGAP.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: SAP AG
Dietmar-Hopp-Allee 16
69190 Walldorf
Deutschland
Internet: www.sap.com

End of News DGAP News-Service

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