SAP SE

Foreign Filer Report • Jun 1, 2010

News Details

Other Capital Market Information | 1 June 2010 17:20

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]

01.06.2010 17:20

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., has signed a definitive merger agreement
dated May 12, 2010 to acquire Sybase, Inc., Dublin, California, USA
('Sybase').
On May 26, 2010, Sheffield Acquisition Corp., a wholly-owned subsidiary of
SAP America, Inc., 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 transaction will be funded from
SAP's cash on hand and a EUR 2.75 billion loan facility arranged and
underwritten by Barclays Capital and Deutsche Bank.
The Sybase board of directors has unanimously approved the transaction. The
closing of the tender offer is conditional upon the tender of a majority of
the outstanding shares of Sybase's common stock on a fully diluted basis,
clearance by the relevant antitrust authorities and satisfaction of other
conditions in the offer documents.

In connection with the 'Offer To Purchase For Cash', SAP AG has (further to
the ad hoc announcement dated May 12, 2010) filed the following documents
with the U.S. Securities and Exchange Commission ('SEC'):

On May 26, 2010:
(1) A Form 6-K including
-'Exhibit 99.1: Press Release dated May 26, 2010'
(2) 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 (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'

On May 19, 2010:
(1) A Schedule TO-C including
-'Exhibit (a)(5)(A): Joint press release issued by SAP AG and Sybase, Inc.
dated May 12, 2010'*
-'Exhibit (a)(5)(B): Ad hoc disclosure issued by SAP AG dated May 12,
2010'*
-'Exhibit (a)(5)(C): Transcript of joint investor and media conference call
by senior management of SAP AG and Sybase, Inc. held on May 12, 2010'*
-'Exhibit (a)(5)(D): Transcript of joint investor and media conference call
by senior management of SAP AG and Sybase, Inc. held on May 13, 2010'*
-'Exhibit (a)(5)(E): Sybase, Inc. Q&A'*
-'Exhibit (a)(5)(F): Transcript of SAP investor symposium Q&A held on May
18, 2010'
* Identical with document filed on May 13, 2010.

On May 13, 2010:
(1) A Schedule TO-C including
-'Exhibit (a)(5)(A): Joint press release issued by SAP AG and Sybase, Inc.
dated May 12, 2010'*
-'Exhibit (a)(5)(B): Ad hoc disclosure issued by SAP AG dated May 12,
2010'*
-'Exhibit (a)(5)(C): Transcript of joint investor and media conference call
by senior management of SAP AG and Sybase, Inc. held on May 12, 2010'
-'Exhibit (a)(5)(D): Transcript of joint investor and media conference call
by senior management of SAP AG and Sybase, Inc. held on May 13, 2010'
-'Exhibit (a)(5)(E): Sybase, Inc. Q&A'
* Identical with document filed earlier on the same day.
(2) A Form 6-K including
-'Exhibit 99.1: Joint press release issued by SAP and Sybase dated May 12,
2010'*
* Identical with document filed earlier on the same day.
(3) A Schedule TO-C including
- 'Exhibit (a)(5)(A): Joint press release issued by SAP AG and Sybase, Inc.
dated May 12, 2010'
- 'Exhibit (a)(5)(B): Ad hoc disclosure issued by SAP AG dated May 12,
2010'

The abovementioned documents filed with the SEC are available on the
corporate website of SAP AG at: www.sap.com/about/investor/sybase.epx

01.06.2010 Ad hoc announcement, Financial News and Media 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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