Foreign Filer Report • Feb 27, 2012
Foreign Filer Report
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Other Capital Market Information | 27 February 2012 11:14
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]
27.02.2012 11:14
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.
With ad hoc announcement dated December 3, 2011 SAP AG ('SAP') announced
that SAP's subsidiary, SAP America, Inc., has entered into a definitive
merger agreement with SuccessFactors, Inc. ('SuccessFactors') pursuant to
which a subsidiary of SAP would offer to acquire all outstanding shares of
common stock of SuccessFactors. On December 16, 2011, Saturn Expansion
Corporation, a wholly-owned subsidiary of SAP America, Inc., made an offer
to purchase all outstanding shares of common stock of SuccessFactors under
the terms and conditions of such merger agreement.
On February 23, 2012, SAP announced that it has completed the acquisition
of SuccessFactors via a short-form merger under Delaware law (the 'Merger')
pursuant to which the Saturn Expansion Corporation was merged with and into
SuccessFactors, with SuccessFactors surviving the merger as a wholly owned
subsidiary of SAP America, Inc.
In connection with this offer to purchase and this Merger, SAP has filed on
February 23, 2012 the following documents with the U.S. Securities and
Exchange Commission ('SEC'):
A Schedule 13D including
- 'Exhibit 1. - Agreement and Plan of Merger, dated as of December 3, 2011,
by and among SAP America, the Purchaser and SuccessFactors (incorporated
into this Schedule 13D by reference to Exhibit 2.1 to the Current Report on
Form 8-K filed by SuccessFactors on December 5, 2011)'
- 'Exhibit 2. - Euro 1 billion Credit Facility Agreement dated December 3,
2011, among SAP AG, as borrower, J.P. Morgan Limited as mandated lead
arranger, the financial institution listed in Schedule 1 as original
lender, and J.P. Morgan Europe Limited, as agent (incorporated into this
Schedule 13D by reference to Exhibit (b)(1) to the Tender Offer Statement
on Schedule TO filed by SAP AG, SAP America and the Purchaser on December
16, 2011)'
- 'Exhibit 3. - Power of Attorney (incorporated into this Schedule 13D by
reference to Exhibit 99.2 to the Tender Offer Statement on Schedule TO
filed by SAP AG, SAP America and the Purchaser on December 16, 2011)'
A Statement on Form 3
A Statement on Form 4
The aforementioned documents filed by SAP are available on the website of
SAP under
http://www.sap.com/corporate-en/investors/successfactors/offer.epx.
27.02.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
Language: English
Company: SAP AG
Dietmar-Hopp-Allee 16
69190 Walldorf
Germany
Internet: www.sap.com
End of Announcement DGAP News-Service
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