SAP SE

M&A Activity • May 12, 2010

News Details

Ad-hoc | 12 May 2010 23:13

SAP AG: SAP to Acquire Sybase, Inc.

SAP AG / Tender Offer

12.05.2010 23:13

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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* Strategic Move to Accelerate the Reach of SAP(R) Solutions across Mobile
Platforms,

WALLDORF, Germany and Dublin, California, USA - May 12, 2010 - SAP (NYSE:
SAP) and Sybase, Inc., Dublin, California (USA) (NYSE: SY) today announced
that SAP's subsidiary, SAP America, Inc., has signed a definitive merger
agreement to acquire Sybase, Inc. Under the terms and conditions of the
merger agreement, SAP America, Inc., will make an all cash tender offer for
all of the outstanding shares of Sybase common stock at $65.00 per share,
representing an enterprise value of approximately $5.8 billion.
The per share purchase price represents a 44% premium over the three-month
average stock price of Sybase. The transaction will be funded from SAP's
cash on hand and a EUR2.75 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 conditioned on the tender of a majority of
the outstanding shares of Sybase's common stock on a fully diluted basis
and clearance by the relevant antitrust authorities.
The transaction that will bring the two information technology (IT) leaders
together to enable companies to become better-run 'unwired enterprises.' As
a result of this transaction, customers will be able to better harness
today's explosion of data and deliver information and insight in real time
to business consumers wherever they work so they can make faster, more
informed decisions. Companies will benefit from greater productivity, speed
and agility to help their businesses grow.

The two companies announced that Sybase will operate as a standalone unit
under the name 'Sybase, an SAP Company.' Sybase's management team will
continue to run the business. The SAP Executive Board plans to propose to
the Supervisory Board to appoint the Chairman and CEO of Sybase to SAP's
Executive Board.
The transaction is expected to close during the third quarter of 2010 and
will be immediately accretive to SAP's earnings per share on a non-IFRS
adjusted basis. SAP expects the combination to deliver synergies through
both revenue enhancement and the realization of cost efficiencies.
Additional details regarding specific product, go-to-market and other
integration details will be provided after the transaction is complete.
SAP America's wholly owned subsidiary, Sheffield Acquisition Corp.will
promptly commence a tender offer under US securities law for all
outstanding shares of Sybase common stock.
The completion of the tender offer and acceptance of Sybase's shares is
conditioned on the tender of a majority of the outstanding shares of
Sybase's common stock on a fully diluted basis and the satisfaction of
regulatory and other customary conditions. Approval of the transaction by
SAP's stockholders is not required and the transaction is not subject to a
financing condition.

* Additional Information
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer for the outstanding shares of
the Company's common stock described in this announcement has not
commenced. At the time the offers are commenced, a subsidiary of SAP AG
('Purchaser') will file a Schedule TO Tender Offer Statement, with the
Securities and Exchange Commission, and Sybase, Inc. will file a Schedule
14D-9 Solicitation/Recommendation Statement, with respect to the offer. The
Tender Offer Statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the Solicitation/Recommendation
Statement will contain important information that should be read carefully
before any decision is made with respect to the Tender Offer. Those
materials and all other documents filed by SAP AG or Purchaser with the SEC
will be available at no charge on the Securities and Exchange Commission's
web site at www.sec.gov. The Schedule TO Tender Offer Statement and related
materials may be obtained for free by directing such requests to SAP AG,
Attention: Stefan Gruber, Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany ,
Telephone:
+49 6227 744872. The Schedule 14D-9 Solicitation/Recommendation Statement
and such other documents may be obtained for free by directing such
requests to Sybase, Inc., Attention: Dan Cohen, One Sybase Drive, Dublin,
CA 94568, Telephone: +1-925-236-5000.

This release contains forward-looking statements that involve risks and
uncertainties concerning the parties' ability to close the transaction and
the expected closing date of the transaction, the anticipated benefits and
synergies of the proposed transaction, anticipated future combined
operations, products and services, and the anticipated role of Sybase, its
key executives and its employees within SAP following the closing of the
transaction. Actual events or results may differ materially from those
described in this release due to a number of risks and uncertainties. These
potential risks and uncertainties include, among others, the outcome of
regulatory reviews of the proposed transaction, the ability of the parties
to complete the transaction, the failure to retain key Sybase employees,
customer and partner uncertainty regarding the anticipated benefits of the
transaction, the failure of SAP and Sybase to achieve the anticipated
synergies of the proposed transaction and other risks detailed in Sybase
SEC filings, including those discussed in Sybase's quarterly report on Form
10-Q for the quarter ended March 31, 2010, which is on file with the SEC
and available at the SEC's website at www.sec.gov. Sybase is not obligated
to update these forward-looking statements to reflect events or
circumstances after the date of this document.

Any statements contained in this document that are not historical facts are
forward-looking statements as defined in the U.S. Private Securities
Litigation Reform Act of 1995. Words such as 'anticipate,' 'believe,'
'estimate,' 'expect,' 'forecast,' 'intend,' 'may,' 'plan,' 'project,'
'predict,' 'should' and 'will' and similar expressions as they relate to
SAP are intended to identify such forward-looking statements. SAP
undertakes no obligation to publicly update or revise any forward-looking
statements. All forward-looking statements are subject to various risks and
uncertainties that could cause actual results to differ materially from
expectations. The factors that could affect SAP's future financial results
are discussed more fully in SAP's filings with the U.S. Securities and
Exchange Commission ('SEC'), including SAP's most recent Annual Report on
Form 20-F filed with the SEC. Statements regarding the expected date of
closing of the tender offer, and expected integration, growth and improved
customer service benefits are forward-looking statements and are subject to
risks and uncertainties including among others: uncertainties as to the
timing of the tender offer, the satisfaction of closing conditions,
including the receipt of regulatory approvals, whether certain industry
segments will grow as anticipated, the competitive environment among
providers of software solutions, and difficulties encountered in
integrating companies and technologies. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of
their dates.

For more information, financial community only:

Stefan Gruber, SAP, +49 (6227) 7-44872, investor@sap.com, CET
Martin Cohen, SAP, +1 (212) 653-9619, investor@sap.com, EST

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Information and Explaination of the Issuer to this News:

SAP will publish a more detailed press release on the transaction shortly,
available at SAP's Web site at www.sap.com/investor

Financial Analyst and Media Conference Call

SAP and Sybase senior management will host two conference calls for
financial analysts and media to discuss the transaction:

On Wednesday, May 12th, at 11:30 pm CET / 5:30 pm Eastern (Dial in numbers:
+49 6958 999 0797 (Germany), +44 20 8515 2302 (UK), +1 480 629-9692 (US),
Conference ID: 4301600; Replay numbers: +44 20 7154 2833 (UK), +1 303
590-3030 (US), Access code: 4301600)

On Thursday, May 13th at 8:00 am CET / 2:00 am Eastern (Dial in numbers:
+49 69 58 999 0797 (Germany), +44 20 8515 2302 (UK), +1 480 629-9692 (US),
Conference ID: 4301586; Replay numbers: +44 20 7154 2833 (UK), +1 303
590-3030 (US), Access code: 4301586)

The calls will be webcast at www.sap.com/investor.

12.05.2010 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
Phone: +49 (0)6227 - 74 74 74
Fax: +49 (0)6227 - 75 75 75
E-mail: investor@sap.com
Internet: www.sap.com
ISIN: DE0007164600
WKN: 716460
Indices: DAX
Listed: Regulierter Markt in Berlin, Frankfurt (Prime Standard),
Stuttgart; Freiverkehr in Düsseldorf, Hannover, München,
Hamburg; Terminbörse EUREX; Foreign Exchange(s) NYSE

End of News DGAP News-Service

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