SAP announces further public offer to purchase all shares in SAP Systems Integration AG (SAP SI)

Press Release | October 28, 2005 by SAP News

WALLDORFSAP AG (NYSE: SAP) announced today that it will make a further offer to purchase all shares in SAP Systems Integration AG (SAP SI). SAP will publish an offer document containing all information relating to the terms and conditions of the offer following clearance by the German Federal Financial Supervisory Authority. The period for acceptance of the offer will be at least four weeks from publication of the offer document.

With this offer, SAP AG intends to further increase its ownership in SAP SI and pave the way for the full integration of SAP SI into the SAP Group. Full integration may be achieved by suitable corporate law measures such as a squeeze-out or merger and will allow the completion of the bundling of all consulting activities within the SAP Group.

At present, SAP holds approximately 94.3% of the shares in SAP SI. SAP will offer all outside shareholders of SAP SI to purchase their SAP SI shares at a price of €39.30 per share and otherwise subject to the terms yet to be notified in the offer document. The offer is approximately 10 % above today’s XETRA opening price of €35.70 and approximately 107 % above the price of €19.00 at which the SAP SI shares were issued on September 13, 2000. Shareholders who accept the purchase offer will be granted a right to have the price subsequently increased in the event that, within a year, the shareholders’ meeting of SAP SI resolves a squeeze-out or any other corporate measure in the context of which the shareholders must be offered a cash compensation under mandatory law, and such cash compensation [including any increases awarded in a special judicial proceeding (Spruchverfahren)] exceeds the offered purchase price.

About SAP
SAP is the world’s leading provider of business software solutions*. Today, more than 29,800 customers in over 120 countries run more than 100,600 installations of SAP® software—from distinct solutions addressing the needs of small and midsize businesses to enterprise-scale solutions for global organizations. Powered by the SAP NetWeaver™ platform to drive innovation and enable business change, mySAP™ Business Suite solutions are helping enterprises around the world improve customer relationships, enhance partner collaboration and create efficiencies across their supply chains and business operations. SAP industry solutions support the unique business processes of more than 25 industry segments, including high tech, retail, public sector and financial services. With subsidiaries in more than 50 countries, the company is listed on several exchanges, including the Frankfurt stock exchange and NYSE under the symbol “SAP.” (Additional information at <http://www.sap.com>)

(*) SAP defines business solutions as consisting of Enterprise Resource Planning and related software solutions such as Supply Chain Management, Customer Relationship Management, Product Lifecycle Management, Supplier Relationship Management.

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. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

Copyright © 2005 SAP AG. All rights reserved.
SAP, R/3, mySAP, mySAP.com, xApps, xApp, SAP NetWeaver and other SAP products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of SAP AG in Germany and in several other countries all over the world. All other product and service names mentioned are the trademarks of their respective companies. Data contained in this document serves informational purposes only. National product specifications may vary.

For more information, press only:

Herbert Heitmann, +49 (6227) 7-61137, herbert.heitmann@sap.com, CET
Tony Roddam, +49 (6227) 7-49133, tony.roddam@sap.com, CET

For more information, financial community only:

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

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