SAP SI Issues Response to SAP AG’s Public Voluntary Offer

Press Release | December 1, 2005 by SAP News

WALLDORF, GermanyOn November 15, 2005, SAP AG made an additional public voluntary offer to acquire all of the shares of SAP Systems Integration AG (SAP SI) at the price of €39.30 per share.

On November 29, 2005, the SAP SI executive board and supervisory board issued their responses to SAP AG’s bid. In their responses, the SAP SI executive board and supervisory board stated that they believe the planned complete integration of SAP SI into SAP’s consulting organization would be a good strategy for SAP SI, and SAP would be instrumental in helping to market SAP SI’s consulting expertise in the future.

The SAP SI executive board’s response particularly acknowledged the €39.30 price offered by SAP AG. The SAP SI executive board instructed an accounting firm to provide an independent evaluation of the bid price. The accounting firm conducted a valuation using the “Ertragswertverfahren” (discounted earnings method) under the applicable German valuation standards, appraising a value of €19.57 per SAP SI share. This means that the €39.30 bid price is around twice the value of SAP SI stock as determined using this valuation method. For this reason, the SAP SI executive board and supervisory board stated in their responses to the bid that they regard the purchase price offered by SAP AG as favorable for shareholders. However, the executive board and the supervisory board leave each shareholder to decide for themselves whether or not to accept the offer.

“Our offer was well received, and I assume we will hold more than 95 percent of SAP SI stock by the time the offer expires, if not sooner,” said Henning Kagermann, CEO of SAP. “I anticipate that we will then quickly move to a squeeze-out.”

Since the offer was published on November 15, 2005, SAP has acquired 161,888 SAP SI shares, corresponding to 0.45 percent of the capital stock. This brings SAP’s current holding in SAP SI up to around 94.78 percent.

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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.

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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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