WALLDORF, Germany — SAP AG (NYSE: SAP), through a wholly-owned subsidiary, is commencing today its previously announced all cash tender offer to acquire all outstanding shares of common stock of SuccessFactors, Inc. (NYSE: SFSF) for $40.00 per share, without interest and less any applicable withholding taxes. The tender offer is being made pursuant to an Offer to Purchase, dated December 16, 2011, and in connection with an Agreement and Plan of Merger dated as of December 3, 2011 (the “Merger Agreement”). SAP and SuccessFactors first announced this transaction on December 3, 2011.
The tender offer and any withdrawal rights to which SuccessFactors’ stockholders may be entitled will expire at 5:00 p.m. EST on January 18, 2012, unless the tender offer is extended in accordance with the Merger Agreement. Following completion of the tender offer and, if required, receipt of stockholder approval, SAP expects to consummate a merger in which remaining SuccessFactors stockholders will receive the same cash price per share as paid in the tender offer. Following the merger, SuccessFactors will become an indirectly wholly-owned subsidiary of SAP.
There is no financing condition to the tender offer. The closing of the tender offer is conditioned on the tender of at least a majority of the outstanding shares of SuccessFactors’ common stock on a fully diluted basis, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as amended and other conditions described in the Offer to Purchase.
The complete terms and conditions of the tender offer are included in the Offer to Purchase, Letter of Transmittal and other related materials to be filed by SAP with the U.S. Securities and Exchange Commission (“SEC”) today. In addition, SuccessFactors will also file today a Schedule 14D-9 Solicitation/Recommendation Statement with the SEC relating to the tender offer.
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This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. SAP and its wholly owned subsidiary will file a Tender Offer Statement with the SEC on Schedule TO, and will mail an Offer to Purchase, Letter of Transmittal and related documents to stockholders of SuccessFactors. SuccessFactors will file a Solicitation/Recommendation Statement on Schedule 14d-9 with respect to the offer. The Tender Offer Statement, Offer to Purchase, Letter of Transmittal, Solicitation/Recommendation Statement and related documents will contain important information that should be read carefully before any decision is made with respect to the Tender Offer. These materials will be available at no charge on the SEC’s web site at www.sec.gov. The Tender Offer Statement and related materials may be obtained for free by directing a request by mail to Georgeson Inc., 199 Water Street, 26th Floor, New York, NY 10038 or by calling toll-free in the United States (866) 507-1756 (or for banks and brokers, (212) 440-9800).
This release contains forward-looking statements that involve risks and uncertainties concerning the parties’ ability to close the transaction and the expected closing date of the transaction. Actual events or results may differ materially from those described in this release due to a number of risks and uncertainties. These potential risks and uncertainties include, among others, the outcome of regulatory reviews of the proposed transaction and the ability of the parties to complete the transaction.
SAP is not obligated to, and undertakes no obligation to, publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this document. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect SAP’s future financial results are discussed more fully in SAP’s filings with the SEC, including SAP’s most recent Annual Report on Form 20-F filed with the SEC. Statements regarding the expected date of closing of the tender offer are forward-looking statements and are subject to risks and uncertainties including among others: uncertainties as to the timing of the tender offer and the satisfaction of closing conditions, including the receipt of regulatory approvals. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.
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