WALLDORF, Germany — SAP AG (NYSE: SAP) today announced that, on January 16, 2012, it received a clearance decision of the German Federal Cartel Office with respect to SAP’s previously announced cash tender offer for all outstanding shares of common stock of SuccessFactors, Inc. (SuccessFactors) at a price of $40.00 per share. The U.S. Department of Justice granted early termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act on December 23, 2011, and Austrian and Irish competition authorities cleared the transaction earlier this year.
SAP, through its indirectly wholly-owned subsidiary, Saturn Expansion Corporation, commenced the cash tender offer on December 16, 2011. The tender offer is being made pursuant to an Offer to Purchase dated December 16, 2011, and in connection with the Agreement and Plan of Merger, dated December 3, 2011, by and among SAP America, Inc., Saturn Expansion Corporation, and SuccessFactors (the Merger Agreement). SAP and SuccessFactors first announced this transaction on December 3, 2011.
With the receipt of the above clearances, all antitrust approvals required to close the transaction have been obtained. The tender offer remains subject to the satisfaction or waiver of the condition that, at the expiration of the tender offer, the parties have received a written notification issued by the Committee on Foreign Investment in the United States that it has concluded a review of the Voluntary Notice previously filed by the parties and has determined not to conduct an investigation, or if an investigation is deemed to be required, notification in writing that the United States government including the President of the United States will not take action to suspend or prevent the consummation of the transactions contemplated by the Merger Agreement. The tender offer also remains subject to other conditions described in the Offer to Purchase.
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This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a tender offer statement (including an Offer to Purchase, Letter of Transmittal and related tender offer documents), which was filed by SAP, SAP America, Inc. and Saturn Expansion Corporation with the U.S. Securities and Exchange Commission (the “SEC”) on December 16, 2011. In addition, on December 16, 2011, SuccessFactors filed a Solicitation/Recommendation Statement on Schedule 14d-9 with the SEC related to the tender 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. 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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