WALLDORF, Germany — On 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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