SAP SE

M&A Activity • Jul 29, 2010

News Details

Other Capital Market Information | 29 July 2010 10:48

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]

29.07.2010 10:48

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. (the '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 19, 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 26, 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
16, 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 remained unchanged.
On July 19, 2010, SAP amended and supplemented certain disclosures of the
Offer to Purchase with additional information, including the principal
terms of a proposed settlement of various shareholder class action suits.
On July 20, 2010, SAP received approval of the transaction from the
European Commission under the EC Merger Regulation. Such approval satisfied
the final regulatory condition to the Offer to Purchase.
On July 27, 2010, SAP announced that the Purchaser has successfully
completed its cash tender offer for all outstanding shares of common stock
of Sybase. The Offer to Purchase expired at 9:00 p.m., New York City time,
on Monday, July 26, 2010 and was not extended.
American Stock Transfer & Trust Company, LLC, the depositary for the Offer
to Purchase, has advised that a total of 80,929,717 shares of common stock
of Sybase were validly tendered and not properly withdrawn upon expiration
of the Offer to Purchase (including 9,293,901 shares subject to guaranteed
delivery procedures). The number of shares validly tendered and not
properly withdrawn upon expiration of the Offer to Purchase represents
approximately 92.1 % of all outstanding shares of common stock of Sybase,
and approximately 91.8 ]% of Sybase's voting securities determined on a
fully diluted basis. The Purchaser has accepted for payment all shares of
common stock of Sybase that were validly tendered and not properly
withdrawn in the Offer to Purchase.
SAP America and the Purchaser intend to effect a short-form merger (the
'Merger') as promptly as practicable, without the need for a meeting of
Sybase's shareholders. In the Merger, the Purchaser will be merged with and
into Sybase with Sybase continuing as the surviving corporation and a
wholly-owned subsidiary of SAP America. At the effective time of the
Merger, each share of common stock issued and outstanding immediately prior
to the effective time of the Merger (other than shares that are held by
Sybase, SAP America or any of their wholly-owned subsidiaries or shares
held by stockholders who properly exercise appraisal rights under the
Delaware General Corporation Law) will, by virtue of the Merger and without
any action on the part of the holders of the shares, be converted into the
right to receive USD 65.00 net to the holder in cash, without interest and
subject to any required withholding of taxes.

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
19, 2010:
Amendment No. 3 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. 3').
The Amendment No. 3 amends and supplements the Items 1 and 4 of the
Schedule TO. The Amendment No. 3 further amends and supplements the
Schedule TO with the following new Exhibit:
- 'Exhibit (a)(5)(F): Press release issued by SAP AG on July 19, 2010'
The Amendment No. 3 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 19, 2010:
A Form 6-K including the following Exhibit:
- 'Exhibit 99.1: Press release issued by SAP AG on July 19, 2010'
The Exhibit 99.1 to this Form 6-K is identical with the document filed as
part of Amendment No. 3 on July 19, 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

Further, in connection with the Offer To Purchase, SAP AG has filed the
following documents with the SEC on July 19, 2010:
Amendment No. 4 to the Schedule TO, including one new Exhibit to Schedule
TO ('Amendment No. 4').
The Amendment No. 4 amends and supplements the Items 1 through 9 and 11 of
the Schedule TO with certain disclosures which are in addition to the
disclosures already contained in the Schedule TO and the Offer To Purchase.
The Amendment No. 4 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 20, 2010:
Amendment No. 5 to the Schedule TO, including one new Exhibit to Schedule
TO ('Amendment No. 5').
The Amendment No. 5 amends and supplements the Item 11 of the Schedule TO.
The Amendment No. 5 further amends and supplements the Schedule TO with the
following new Exhibit:
- 'Exhibit (a)(5)(G): Press release issued by SAP AG on July 20, 2010'
The Amendment No. 5 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 20, 2010:
A Form 6-K including the following Exhibit:
- 'Exhibit 99.1: Press release issued by SAP AG on July 20, 2010'
The Exhibit 99.1 to this Form 6-K is identical with the document filed as
part of Amendment No. 5 on July 20, 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

Further, in connection with the Offer To Purchase, SAP AG has filed the
following documents with the SEC on July 27, 2010:
Amendment No. 6 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. 6').
The Amendment No. 6 amends and supplements the Items 1, 4, 8 and 11 of the
Schedule TO. The Amendment No. 6 further amends and supplements the
Schedule TO with the following new Exhibit:
- 'Exhibit (a)(5)(H): Press release issued by SAP AG on July 27, 2010'
The Amendment No. 6 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 27, 2010:
A Form 6-K including the following Exhibit:
- 'Exhibit 99.1: Press release issued by SAP AG on July 27, 2010'
The Exhibit 99.1 to this Form 6-K is identical with the document filed as
part of Amendment No. 6 on July 27, 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 Amendments No. 1 and No. 2, 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 (a)(5)(E): Press release issued by SAP AG on July 2, 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.

29.07.2010 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
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69190 Walldorf
Deutschland
Internet: www.sap.com

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