SAP SE

M&A Activity • Jul 13, 2010

News Details

Other Capital Market Information | 13 July 2010 09:43

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]

13.07.2010 09:43

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. ('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 2, 2010, SAP announced that the Purchaser has extended the
expiration of the Offer to Purchase to 9:00 p.m., New York City time on
July 16, 2010, unless further extended. The Offer to Purchase, which was
previously scheduled to expire at 9:00 p.m., New York City time, on July 1,
2010, was extended in accordance with the Merger Agreement because certain
conditions to the Offer to Purchase were not yet satisfied, including
approval of the European Commission under the EC Merger Regulation. Except
for the extension of the Offer to Purchase, all other terms and conditions
of the Offer to Purchase remain unchanged.

American Stock Transfer & Trust Company, LLC, the depositary for the Offer
to Purchase, has indicated that, as of 9:00 p.m., New York City time, on
July 1, 2010, 87,780,002 shares of common stock of Sybase were issued and
outstanding, and 72,515,333 shares of common stock of Sybase have been
tendered into and not properly withdrawn from the Offer to Purchase
(including 5,299,761 shares of common stock tendered pursuant to the
guaranteed delivery procedures set forth in the Offer to Purchase).

In connection with the Offer To Purchase, SAP AG has filed the following
documents with the U.S. Securities and Exchange Commission ('SEC') on July
2, 2010:

Amendment No. 2 to Schedule TO-T (Tender Offer Statement) initially filed
by SAP AG on May 26, 2010 (as amended or supplemented, the 'Schedule TO'),
including one new Exhibit to Schedule TO ('Amendment No. 2').

The Amendment No. 2 amends and supplements the Items 1 and 4 of the
Schedule TO. The Amendment No. 2 further amends and supplements the
Schedule TO with the following new Exhibit:
'Exhibit (a)(5)(E): Press release issued by SAP AG on July 2, 2010.'

The Amendment No. 2 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, SAP AG has filed the
following documents with the SEC on July 2, 2010:

A Form 6-K including the following Exhibit:
'Exhibit 99.1: Press release issued by SAP AG on July 2, 2010.'
The Exhibit 99.1 to this Form 6-K is identical with the document filed as
part of Amendment No. 2 on July 2, 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

The Schedule TO-T filed by SAP AG on May 26, 2010 with the SEC, as amended
and supplemented by the Amendment No. 1, 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 (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.

13.07.2010 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

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