M&A Activity • Jul 20, 2009
M&A Activity
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Corporate | 20 July 2009 06:55
SAP AG: Announcement of the decision to submit an offer for the purchase of all shares in SAF Simulation, Analysis and Forecasting AG
SAP AG / Letter of Intent
Release of a Corporate News, transmitted by DGAP - a company of EquityStory
AG.
The issuer / publisher is solely responsible for the content of this announcement.
Announcement of the decision to submit an offer for the purchase of all
shares in SAF Simulation, Analysis and Forecasting AG in corresponding
consideration of the content of Sections 10 (1), 29 (1), 34 German
Securities Acquisition and Takeover Act (WpÜG)
Bidder:
SAP AG
Dietmar-Hopp-Allee 16
D-69190 Walldorf
Tel.: +49/6227/7-47474
Fax: +49/6227/7-57575
registered with the commercial register of the local court of Mannheim
under HRB 350269.
Target Company:
SAF Simulation, Analysis and Forecasting AG
High-Tech-Center 2
CH-8274 Tägerwillen
Tel.: +41 71 666 70 00
Fax: +41 71 666 70 10
registered with the commercial register of the canton Thurgau under
company number CH-440.3.009.129-4.
ISIN CH0024848738 (WKN A0JD78)
In corresponding consideration of the WpÜG the offer document is expected
to be published shortly in the internet at http://www.sap.com/investor
respectively at http://www.sap.de/investor .
Statement of the Bidder:
Last evening, SAP AG ('SAP or Bidder') decided to offer to the shareholders
of SAF Simulation, Analysis and Forecasting AG ('SAF AG'), by way of a
public offer, to purchase ('Offer') the shares in SAF AG ('SAF AG Shares')
held by them. The Offer will be subject to the terms and conditions to be
indicated in the offer document, in particular the Offer will be subject to
the clearance of the German Antitrust Authority.
The Bidder intents to offer to the shareholders of SAF Simulation, Analysis
and Forecasting AG to purchase their SAF AG shares in the nominal amount of
CHF 0.04 per share by way of a public offer in return for payment of an
amount of EUR 11.50 per share, subject to the provisions of the offer
document.
The two majority shareholders of SAF AG, Dr. Andreas von Beringe, president
of the board of directors of SAF Simulation, Analysis and Forecasting AG,
as well as Prof. Dr. Gerhard Arminger, irrevocably committed themselves to
accept the offer for all SAF AG shares held by them, i.e. for a total of
2,094,130 SAF shares (approximately 37.8% of the share capital) under
certain conditions, in particular for a bid price of at least EUR 10.50 per
share.
Important information:
The WpÜG is not applicable on the Offer. Therefore, the offer document
will not be reviewed by the German Federal Financial Supervisory Authority
(BaFin). Neither does the Swiss Federal Act on Stock Exchanges and
Securities Trading apply to the Offer. Hence, the offer document will not
be reviewed in this respect either.
This announcement neither stipulates an offer to purchase nor an invitation
to submit a tender for the sale of shares of SAF Simulation, Analysis and
Forecasting AG. The Offer's final terms as well as any further provisions
in connection with the Offer will be contained in the offer document.
Investors and shareholders of SAF Simulation, Analysis and Forecasting AG
are strongly recommended to read the offer document as well as any other
documents in connection with the Offer as soon as they have been published,
as these will contain important information.
Walldorf, 20 July 2009
SAP AG
The Managing Board
Stefan Gruber, SAP AG, Phone +49 (62 27) 7 - 44872
Language: English
Issuer: SAP AG
Dietmar-Hopp-Allee 16
69190 Walldorf
Deutschland
Phone: +49 (0)6227 - 74 74 74
Fax: +49 (0)6227 - 75 75 75
E-mail: [email protected]
Internet: www.sap.com
ISIN: DE0007164600
WKN: 716460
Indices: DAX
Listed: Regulierter Markt in Berlin, Frankfurt (Prime Standard),
Stuttgart; Freiverkehr in Düsseldorf, Hannover, München,
Hamburg; Terminbörse EUREX; Foreign Exchange(s) NYSE
End of News DGAP News-Service
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