Further Public Offer to Purchase All Shares in SAP Systems Integration AG

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 percent 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 Euro 39.30 per share and otherwise subject to the terms yet to be notified in the offer document. The offer is approximately 10 percent above today’s XETRA opening price of Euro 35.70 and approximately 107 percent above the price of Euro 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.

Source: SAP AG