SAP SE

Major Shareholding Notification • Feb 6, 2008

News Details

Other Capital Market Information | 6 February 2008 00:08

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]

Release 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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In connection with the Tender Offer under U.S. law for the securities of
Business Objects S.A. (name of the Subject Company) made by SAP France S.A.
(SAP France), a société anonyme organized under the laws of the Republic of
France and a wholly owned subsidiary of SAP AG, and SAP AG (names of the
Offerors: SAP France S.A. and SAP AG), the following document has been
filed on behalf of SAP AG (and SAP France S.A.) with the U.S. Securities
and Exchange Commission (SEC) on February 5, 2008:

An Amendment No. 1 to Schedule 13D (Information to be included in
statements filed pursuant to rule 13d-1(a) and amendments thereto filed
pursuant to rule 13d-2(a)) ('Amendment No. 1 to Schedule 13D').

This Amendment No. 1 to Schedule 13D which has been filed contains the
following information:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)

BUSINESS OBJECTS S.A.
(Name of Issuer)

Ordinary Shares, nominal value EUR0.10 per share and
American Depositary Shares (each representing one ordinary share)
(Title of Class of Securities)

F12338 103
12328X 107
(CUSIP Number)

Michael Junge
General Counsel
SAP AG
Dietmar-Hopp-Allee 16
69190 Walldorf
Federal Republic of Germany
+49 6227 74 7474

Copy to:
Eric S. Shube
A. Peter Harwich
Allen & Overy LLP
1221 Avenue of the Americas
New York, New York 10020
USA
+1-212-610-6300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)

February 5, 2008
(Date of Event which Requires Filing of this Statement)

CUSIP Nos.: F12338 103 (Ordinary Shares); 12328X 107 (American Depositary
Shares)
NAMES OF REPORTING PERSONS: SAP France S.A.
SOURCE OF FUNDS (see instructions): AF
CITIZENSHIP OR PLACE OF ORGANIZATION: Republic of France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTIONG PERSON WITH:
SOLE VOTING POWER: 0
SHARED VOTING POWER: 101,242,865 (See Item 5)
SOLE DISPOSITIVE POWER: 0
SHARED DISPOSITIVE POWER: 101,242,865 (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 101,242,865
(See Item 5)
PERCENT OF CLASS REPRESENTED BY THE AMOUNT ABOVE: 95.51%
The calculation of the percentage is based on 103,252,489 shares (including
shares represented by ADSs) issued and outstanding as of February 5, 2008,
plus 2,739,998 shares that would be received upon conversion, exchange or
exercise of the ORNANEs and warrants held by SAP France S.A.

TYPE OF REPORTING PERSON (see instructions): CO

CUSIP Nos.: F12338 103 (Ordinary Shares); 12328X 107 (American Depositary
Shares)
NAMES OF REPORTING PERSONS: SAP AG
SOURCE OF FUNDS (see instructions): WC; BK
CITIZENSHIP OR PLACE OF ORGANIZATION: Federal Republic of Germany

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTIONG PERSON WITH:
SOLE VOTING POWER: 0
SHARED VOTING POWER: 101,242,865 (See Item 5)
SOLE DISPOSITIVE POWER: 0
SHARED DISPOSITIVE POWER: 101,242,865 (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 101,242,865
(See Item 5)
PERCENT OF CLASS REPRESENTED BY THE AMOUNT ABOVE: 95.51%
The calculation of the percentage is based on 103,252,489 shares (including
shares represented by ADSs) issued and outstanding as of February 5, 2008,
plus 2,739,998 shares that would be received upon conversion, exchange or
exercise of the ORNANEs and warrants held by SAP France S.A.

TYPE OF REPORTING PERSON (see instructions): CO

ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D (this 'Amendment') relates to the
ordinary shares, nominal value EUR0.10 per share ('Shares'), of Business
Objects S.A., a société anonyme organized under the laws of the Republic of
France ('Business Objects'), as well as American depositary shares ('ADSs')
of Business Objects, each representing one ordinary share, the outstanding
warrants to acquire Shares ('Warrants') and the outstanding convertible
bonds convertible or exchangeable into new or existing Shares ('ORNANEs').
The principal executive offices of Business Objects are located at 157-159
rue Anatole France, 92300 Levallois-Perret, France, and 3030 Orchard
Parkway, San Jose, California. This Amendment is being filed by SAP France
S.A. ('SAP France') and SAP AG to amend their disclosure under Section
13(d) of the Securities Exchange Act of 1934, as amended (the 'Exchange
Act'), which, in accordance with Instruction H of the General Instructions
to Schedule TO, constituted part of their Schedule TO, initially filed on
December 4, 2007, as amended, including Amendment No. 7 (the final
amendment) filed on January 30, 2008 (the 'Schedule TO').

ITEM 4. PURPOSE OF TRANSACTION

On February 5, 2008 the French Autorité des marchés financiers ('AMF')
announced the final results of the U.S. and French tender offers (the
'Offers') previously described in the Schedule TO, including the results of
the subsequent offering periods in both Offers. On February 5, 2008, SAP
France, SAP AG and Business Objects issued a press release announcing these
results, a copy of which is filed as Exhibit 1 to this Amendment and
incorporated herein by reference in its entirety. SAP France now holds (i)
98,502,867 Business Objects shares, representing 95.40% of the 103,252,489
Business Objects shares currently outstanding, including shares represented
by ADSs, (ii) 10,651,156 ORNANEs, representing 99.77% of the 10,676,156
ORNANEs currently outstanding, and (iii) all 585,000 of the Warrants that
were the subject of the Offers.

As the securities not tendered into the offers represent not more than 5%
of the share capital (including outstanding shares and shares likely to
result from the conversion of the Business Objects ORNANEs) or voting
rights of Business Objects, SAP France will request the implementation of a
squeeze-out of the shares and ORNANEs held by minority shareholders in
accordance with French law. The AMF is expected to announce the date of
implementation of such squeeze-out within the next several days. Trading
of Business Objects securities on Euronext has been suspended, and Business
Objects securities will be delisted from Euronext upon implementation of
the squeeze-out. On the date of implementation of the squeeze-out, all
remaining minority interests will cease to have an equity interest in
Business Objects. As a result, SAP France will own 100% of the share
capital and voting rights of Business Objects at the effective date of the
squeeze-out.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) - (b) As described above, SAP France currently holds 98,502,867 shares
and, in accordance with Rule 13d-1 under the Exchange Act, is deemed to
beneficially own the 2,739,998 shares that would be received upon
conversion, exchange or exercise of the ORNANEs and warrants it holds. SAP
AG, by virtue of its ownership and control of SAP France, shares beneficial
ownership of these shares. Thus, SAP France and SAP AG currently
beneficially own an aggregate of 101,242,865 shares, representing 95.51% of
the shares currently outstanding (after giving effect to the deemed
conversion, exchange or exercise of the ORNANEs and warrants, representing
2,739,998 shares, held by SAP France).

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit No. 99.1. Press release, dated February 5, 2008, of SAP France,
SAP AG and Business Objects.
Exhibit A. Joint Filing Statement

This Amendment No. 1 to Schedule 13D which has been filed is available on
the website of SAP AG under http://www.sap.com/about/investor/bobj.epx.

06.02.2008 Financial News transmitted by DGAP

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

End of News DGAP News-Service

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