SAP SE

M&A Activity • Jun 23, 2010

News Details

Other Capital Market Information | 23 June 2010 15:27

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]

23.06.2010 15:27

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 to acquire Sybase, Inc., Dublin,
California, USA ('Sybase').

On May 26, 2010, Sheffield Acquisition Corp. ('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 June 11, 2010, a shareholder class action suit styled as Donald Carlson
v. Sybase, Inc., et al., Case No. 5557-CC, was filed in the Court of
Chancery for the State of Delaware naming Sybase's directors, Sybase, SAP
America and Purchaser as defendants. On June 11, 2010, the plaintiff also
filed motions for expedited proceedings and for a preliminary injunction.
SAP America, Purchaser, and the other defendants have not yet responded to
the complaints. SAP America and Purchaser intend to defend the claims
raised in these lawsuits.

On June 17, 2010, SAP announced the expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) at 11:59 p.m.
EDT, on June 16, 2010, with respect to the Offer to Purchase. The
expiration of the HSR Act waiting period satisfies one of the conditions in
the Offer to Purchase. The tender offer remains subject to other conditions
described in the Offer to Purchase.

Because the initial (Phase I) review period under the EC Merger Regulation
is not expected to expire prior to July 1, 2010 (the initial expiration
date of the Offer to Purchase), unless the review period is terminated
prior to such expiration by the EC, the Purchaser expects to extend the
Offer to Purchase for at least one period of ten business days, and may be
required to extend the Offer to Purchase for additional periods, in
accordance with the merger agreement dated May 12, 2010.

In connection with the Offer To Purchase, SAP AG has filed the following
documents with the U.S. Securities and Exchange Commission ('SEC') on June
17, 2010:

Amendment No. 1 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. 1').

The Amendment No. 1 amends and supplements the Offer to Purchase and Item
11 of the Schedule TO, to the extent Item 11 of the Schedule TO
incorporates by reference the information contained in the Offer to
Purchase. The Amendment No. 1 further amends and supplements the Schedule
TO with the following new Exhibit:
-'Exhibit (a)(5)(D): Press release issued by SAP AG on June 17, 2010'

The Amendment No. 1 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 June 18, 2010:

A Form 6-K including the following Exhibit:
-'Exhibit 99.1: Press release issued by SAP AG on June 17, 2010'*
*The Exhibit 99.1 to this Form 6-K is identical with the document filed as
part of Amendment No. 1 on June 17, 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 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 (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.

23.06.2010 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

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