SINGAPORE — SAP today announced that its indirectly wholly-owned subsidiary, Sheffield Acquisition Corp., has extended the expiration of its cash tender offer for all outstanding shares of common stock of Sybase, Inc., at a price of $65.00 per share, to 9:00 p.m., New York City time on July 16, 2010, unless further extended. The tender offer was previously scheduled to expire at 9:00 p.m., New York City time, on July 1, 2010. The tender offer is being made pursuant to an Offer to Purchase, dated May 26, 2010, as amended, and in connection with the Agreement and Plan of Merger, dated May 12, 2010, by and among SAP America, Inc., Sheffield Acquisition Corp., and Sybase, which SAP and Sybase announced on May 12, 2010.
The tender offer is being extended because certain conditions to the tender offer are not yet satisfied, including approval of the European Commission under European Union merger regulations. SAP provided notice of the transaction to the European Commission on June 16, 2010, which makes July 22, 2010 the date on which the initial 25 working day review period under the European Union merger regulations expires, unless the review period is terminated prior to such expiration by the European Commission. Except for the extension of the tender offer, all other terms and conditions of the tender offer remain unchanged.
American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has indicated that, as of 9:00 p.m., New York City time, on July 1, 2010, 87,780,002 shares of common stock of Sybase were issued and outstanding, and 72,515,333 shares of common stock of Sybase have been tendered into and not properly withdrawn from the tender offer (including 5,299,761 shares of common stock tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase).
Additional Information and Where to Find It
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 Sheffield Acquisition Corp. with the U.S. Securities and Exchange Commission (the “SEC”) on May 26, 2010. In addition, on May 26, 2010, Sybase filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC related to the tender offer. Stockholders of Sybase are strongly advised to read the tender offer statement and the related solicitation/recommendation statement, and all amendment thereto, because they contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer statement and certain other offer documents, as well as the solicitation/recommendation statement, will be made available to all stockholders of Sybase at no expense to them. These documents are available at no charge on the SEC’s web site at http://www.sec.gov. The tender offer statement and related materials may be obtained for free by directing a request by mail to the information agent for the tender offer, Mackenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016 or by calling toll-free (800) 322-2885.