SAP Publishes Offer Document for Acquisition of SAF AG

Press Release | July 27, 2009 by SAP News

WALLDORF, GermanySAP AG (NYSE: SAP) today announced that it has published the offer document for the purchase of all shares of SAF Simulation, Analysis and Forecasting AG, Tägerwilen (Switzerland) at http://www.sap.de/investor (original German language Offer Document) and http://www.sap.com/investor (non-binding English translation). The acceptance period commences upon today and ends on August 28, 2009 at 6:00pm EDT.

As announced in its press release issued on July 20th, 2009, SAP offers SAF shareholders an amount of EUR 11.50 per share, which represents a 9.5 percent premium 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 over the past three months prior to the announcement of the offer. Dr. Andreas von Beringe and Prof. Dr. Gerhard Arminger, the founders and major shareholders of SAF who hold together approximately 38 percent of the shares, irrevocably committed themselves to accept the SAP offer for all SAF shares held by them, under certain conditions, in particular for a bid price of at least EUR 10.50 per share. The offer is made subject to a minimum acceptance threshold of 50 percent plus one share and the approval of the responsible anti-trust authorities. SAP has already filed the proposed acquisition with the German Federal Cartel Office. SAP will pay the transaction out of its existing cash. Due to the location of the SAF headquarters the offer does not fall within the scope of the German Securities Acquisition and Takeover Act. Nevertheless, SAP has made the decision to follow the provisions of this regulation correspondingly to a large extent, e.g. with regards to the content of the offer or required announcements. SAP has appointed Commerzbank AG, Frankfurt, as the central settlement agent for the transaction.

Through the intended acquisition, SAP plans to further extend its current planning, forecasting and replenishment solution portfolio for retail and wholesale companies and to complement its SAP for Retail solution portfolio.

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.
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 serve informational purposes only. National product specifications may vary.

Note to editors:
To preview and download broadcast-standard stock footage and press photos digitally, please visit www.sap.com/photos. On this platform, you can find high resolution material for your media channels. To view video stories on diverse topics, visit www.sap-tv.com. From this site, you can embed videos into your own Web pages, share video via e-mail links and subscribe to RSS feeds from SAP TV.

For customers interested in learning more about SAP products:
Global Customer Center: +49 180 534-34-24
United States Only: 1 (800) 872-1SAP (1-800-872-1727)

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
Christoph Liedtke, SAP, +49 6227 7-50383, christoph.liedtke@sap.com, CET
SAP Press Office, +49 (6227) 7-46315, CET; +1 (610) 661-3200, EDT; press@sap.com

Investor Relations:
Stefan Gruber, SAP, +49 6227-74 48 72, investor@sap.com, CET

Tags:

Leave a Reply