Retek Agrees to SAP’s New Offer of $11.00 per Share

The revised offer represents a 29 percent premium over SAP America’s original offer on February 28, 2005, a premium of 22 percent over the Oracle proposal announced on March 8, 2005 and a premium of approximately 5 percent over Retek’s closing price on March 16, 2005. SAP America and Retek have signed an amendment to the merger agreement, modifying the offer price from $8.50 to $11.00. In addition, under the amended merger agreement the termination fee has been increased from $15 million to $25 million. All other elements of the transaction remain unchanged.
“We believe that SAP’s offer is a good deal for Retek stockholders, and our board of directors has unanimously recommended that it be accepted,” said Marty Leestma, President and Chief Executive Officer of Retek. Headquartered in Minneapolis, Retek provides an integrated retail application suite and best-of-breed solutions to more than 200 customers in more than 20 countries around the world. With 2004 annual revenue of $174.2 million and approximately 525 employees, Retek also has offices in Atlanta, London and Melbourne.
“SAP is the undisputed leader in business applications in the U.S. and globally. The retail industry is a strategic priority for SAP, and we have many years of experience in developing and delivering retail solutions,” said Léo Apotheker, President, Global Field Operations and Member of the Executive Board of SAP AG. “We have more than 2,400 retail customers including such leading brands as The Body Shop, Limited Brands and J. Crew. The combination of SAP and Retek will provide customers worldwide with a deep industry knowledge that they could not get from any other software combination.”
Mr. Apotheker continued, “With SAP, customers have a choice in selecting their database – customers are not locked into a single database vendor. Moreover, with our open integration platform SAP NetWeaver, we can offer our retail customers a swift and painless path to integration and with the Business Process Platform a clear and defined roadmap to the future of business software.” SAP will supplement its Offer to Purchase and amend its tender offer statement on file with the Securities and Exchange Commission today to reflect these changes.
Similarly, Retek will amend its solicitation/recommendation statement on Schedule 14D-9 on file with the SEC as soon as practicable. The tender offer period, as before, will expire at 12:00 noon (EST) on Friday April 1, 2005, unless extended. SAP stated that this will be its best and final offer for Retek. All stockholders will receive copies of the amended materials, including a new Letter of Transmittal. Retek stockholders who have already tendered their shares pursuant to SAP America’s original offer will receive the benefit of the $11.00 per share cash tender offer price and need not take any action in order to do so.
Investors may obtain the Tender Offer Statement on Schedule TO, the Solicitation/Recommendation Statement on Schedule 14D-9 and any other documents filed with the SEC for free at the SEC’s Web site. Materials filed by SAP America may be obtained for free at SAP’s Web site. Materials filed by Retek may be obtained for free at Retek’s Web site. Credit Suisse First Boston LLC is acting as dealer manager for SAP America in the offer.

Source: SAP AG