WALLDORF, Germany — SAP 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.
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.
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