WALLDORF — Following questions about SAP Fioneer’s investor structure, the Audit and Compliance Committee of the SAP Supervisory Board commissioned two independent, external experts. They examined the compliance of the decision-making process on the joint venture with Dediq with applicable rules and the valuation of the shares in SAP Fioneer.
SAP has received interim reports from the two experts. They conclude that the valuation is fair and that the decision-making process was in compliance with existing regulation. The consulting firm Duff & Phelps has analyzed the value of the assets contributed to the joint venture and concluded that the consideration to be received is fair for SAP from a financial perspective. The law firm Gleiss Lutz confirmed that SAP’s agreement on the joint venture was not a transaction that had to be approved by the Supervisory Board and published by the Company as a related party transaction. The transaction was submitted to the Finance and Investment Committee of the SAP Supervisory Board for approval because it was subject to approval due to exceeding an investment threshold. The current status of the legal review confirms that none of the members of the Finance and Investment Committee at the time had a conflict of interest.
Nevertheless, the Hasso Plattner Foundation has decided to cede its passive investment in SAP Fioneer to an equivalent investor. This step is the Hasso Plattner Foundation’s response to the criticism it has received. By taking this step, it also wants to rule out from the outset any potential future conflicts of interest that could arise for SAP Fioneer from Dr. Rouven Westphal’s dual role as a member of the Hasso Plattner Foundation’s board of directors and a member of SAP’s supervisory board (since May 2021). “We strongly believe in the success of Fioneer and would actually have liked to remain invested,” Westphal said. “We will make sure that those who follow us as passive investors share the same goals and values as we do. Until we find that solution, of course we stand by our commitments.”
The funding of SAP Fioneer, exceeding €500 Mio. is not impacted by the Hasso Plattner Foundation’s planned sale of its indirect, passive stake in SAP Fioneer. The Hasso Plattner Foundation is a passive Co-Investor of Dediq in SAP Fioneer and has informed SAP and Dediq of its intention to conduct a secondary sale of its existing shares to other passive investors. Dediq will support the Hasso Plattner Foundation in this process. SAP Fioneer will not conduct a financing, is not raising additional capital, and there is no impact from the sale on the capital commitment provided by Dediq.
SAP has listened to the questions raised and also taken this opportunity to review the governance rules between the Hasso Plattner Foundation and SAP. SAP and the Hasso Plattner Foundation, are updating their governance rules as a result and in the future no joint investments will be made by the two organizations. It is also important to note that Hasso Plattner is not involved in the investment decisions of the Hasso Plattner Foundation and that he or his family members cannot benefit from them given their non-profit status.
Luka Mucic, CFO of SAP, underlined the continuity for the further development of SAP Fioneer: “Nothing will change for customers, partners, or the employees of SAP Fioneer. We remain firmly convinced of SAP Fioneer’s high potential and excellent market opportunities.”
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