SAP Announces Intent to Acquire SAF AG

Press Release | July 20, 2009 by SAP News

Global Software Leader SAP to Broaden Scope of Offerings in Forecasting and Replenishment for Retail and Wholesaling

WALLDORF, Germany and TÄGERWILEN, SwitzerlandSAP AG (NYSE: SAP), the world’s leading provider of business software, today announced its intent to make a public tender offer to purchase all shares in SAF Simulation, Analysis and Forecasting AG, one of the global forecasting and replenishment software leaders in the retail and wholesale industries. Through the intended acquisition, SAP plans to further extend and complement its current planning, forecasting and replenishment solution portfolio for retail and wholesale companies. The companies have a long history of successful cooperation based on an original equipment manufacturer (OEM) partnership. At present, SAP does not hold any shares in SAF AG.

SAP intends to offer SAF shareholders an amount of EUR 11.50 per share, which represents a 9.5 percent premium according to the XETRA closing price (EUR 10.50) for the SAF share on July 17, 2009, and a 33.9 percent premium to the volume-weighted average price of the SAF shares in XETRA trading on the Frankfurt Stock Exchange over the past three months. The offer will be made subject to a minimum acceptance threshold of 50 percent plus one share and the approval of the responsible anti-trust authorities.

Both major SAF shareholders, who together hold approximately 38 percent of the shares in SAF, have agreed to accept the SAP offer.

SAF specializes in the development of ordering and forecasting software for the retail, logistics and industrial sectors. The company employs the innovative conceptual demand chain management approach, which allows the process chain to be controlled and optimized by its central driving force – the customer’s buying behavior. SAF’s three related core products are software engines: SAF SuperStore and SAF SuperWarehouse, targeted at automated goods replenishment for the retail sector, and SAF SuperForecast that can be used for forecast-based planning across all industries. SAF’s groundbreaking software makes it possible to fully automate replenishment processes and ensure their reliability using forecasted future demands. The result is lower inventories, improved product availability, and increased customer satisfaction. By increasing revenues and reducing costs, retailers’ competitiveness increases. Founded in 1996 and based in Tägerwilen, Switzerland, the company has approximately 100 employees and subsidiaries in the United States, Slovakia and Germany.

“Since 2002, SAP has relied on our technological expertise and has fully integrated our SAF engine into its SAP Forecasting and Replenishment module within the framework of our OEM partnership,” said Dr. Andreas von Beringe, SAF’s founder, CEO and president. “In becoming a part of SAP, SAF brings its sustainable forecasting and replenishment expertise to the company. We will tie together our strengths in development and sales and thus help meet the increasing needs of current and future customers.” Adds von Beringe, “Our customers will clearly benefit from the combined service and product portfolio as well as from the strong retail expertise and the global reach of SAP as the worldwide market leader in business software.”

For SAP, the retail and wholesale industries are an important market with significant growth potential. Companies in these industries increasingly prefer software that offers standardized and integrated business processes from corporate headquarters to the warehouse to the store level. Insightful sales forecasts, greater transparency of stock level and replenishment orders and process automation through forward-looking software solutions are recognized more and more as areas of significant importance in gaining competitive advantage. Nearly 100 customers have licensed SAF technology to date, and have demonstrated that the solution offering has proved of value to their business.

“Through the planned acquisition of SAF, SAP reiterates its strategy to help our customers gain more clarity and transparency across their businesses and drive sustainable efficiency through innovative and reliable software solutions,” said Bob Stutz, corporate officer and member of the Executive Council, SAP. “With core components of the SAF software already embedded into the SAP Retail solutions, customers will further benefit from the joined solution and technology portfolio, as well as from the combined innovative strengths.”

The specific offer details will be provided in the offer document which is expected to be published shortly at
http://www.sap.com/investor.

About SAF
SAF Simulation, Analysis and Forecasting AG specializes in the development of automated ordering and forecasting software for retailers and industrial manufacturers. SAF deploys the demand chain management approach, which controls replenishment planning based on consumer demand patterns. SAF software assists users to realize substantial cost savings and optimizes general logistics conditions through its simulation capabilities. As a result, significant competitive advantages are achieved along the entire value chain: lower inventories, improved product availability, and last, but not least, a higher level of customer satisfaction. SAF AG was established in 1996 by Dr. Andreas von Beringe and Prof. Dr. Gerhard Arminger. SAF shares are listed at the official market (Prime Standard) at the Frankfurt Stock Exchange (FWB). Today, the company employs approx. 100 people. Consolidated sales revenues for fiscal year 2008, were approx. €13.4 million with consolidated profit of €2.1 million according to IFRS statements. SAF’s products are distributed in many European countries as well as in the United States. The company is headquartered in Tägerwilen, Switzerland. SAF also has a subsidiary in the United States: SAF Simulation, Analysis and Forecasting U.S.A., Inc., Grapevine, Texas and in Slovakia, Bratislava: SAF Simulation, Analysis and Forecasting Slovakia s.r.o. with the focus on Nearshore-Development.

About SAP
SAP is the world’s leading provider of business software(*), offering applications and services that enable companies of all sizes and in more than 25 industries to become best-run businesses. With more than 86,000 customers in over 120 countries, the company is listed on several exchanges, including the Frankfurt stock exchange and NYSE, under the symbol “SAP.” For more information, visit www.sap.com.

(*) SAP defines business software as comprising enterprise resource planning and related applications.

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 © 2009 SAP AG. All rights reserved.
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For more information, press only:
Guenter Gaugler, SAP, +49 6227 7-65416, Guenter.gaugler@sap.com, CET
Holger Rungwerth, SAP, +41 58 871 – 6589, holger.rungwerth@sap.com, CET
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SAP Press Office, +49 (6227) 7-46315, CET; +1 (610) 661-3200, EDT; press@sap.com
Astrid Strömer, SAF Investor Relations & Corporate Communications, +41 71 666 7948, astrid.stroemer@saf-ag.com, CET

Investor Relations:
Stefan Gruber, SAP, +49 6227-74 48 72, investor@sap.com, CET
Astrid Strömer, SAF, +41 71 666 7948, astrid.stroemer@saf-ag.com, CET

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