Business Objects S.A. - Written communication by the subject company relating to a third party tender offer
24 Octobre 2007 - 10:09PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement under Section 14(d)(4) of the
Securities Exchange Act of 1934
BUSINESS OBJECTS S.A.
(Name of Subject Company)
BUSINESS OBJECTS S.A.
(Name of Person(s) Filing Statement)
Ordinary shares,
€
0.10 nominal value per share
American Depositary Shares, each representing One Ordinary Share
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
David Kennedy
Senior Vice President, General Counsel and Corporate Secretary
c/o Business Objects Americas
3030 Orchard Parkway
San Jose, California 95134
(408) 953-6000
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
With a copy to:
Larry W. Sonsini, Esq.
John T. Sheridan, Esq.
Julia Reigel, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
þ
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
BUSINESS
OBJECTS THIRD QUARTER EARNINGS PRESENTATION SLIDES OCTOBER 24, 2007
Q3 FISCAL 2007 EARNINGS
October 24, 2007
|
SAFE HARBOR: FORWARD
LOOKING STATEMENTS
During the course of today's presentation, our executives will make forward-looking statements including statements
regarding the expansion of Business Objects' solution offerings through numerous new product launches and extended
and new alliances, the potential changes in customer buying behavior resulting from the pending transaction with SAP, the
anticipated impact of the transaction on our expenses and the uncertainty regarding the timing of the closing of the tender offer. Actual
events or results may differ materially from those described in this presentation due to a number of risks and uncertainties.
These potential risks and uncertainties include, among others: the impact of the proposed acquisition on Business Objects'
financial results, including expenses; SAP's and Business Objects' ability to complete the proposed transaction, including
the outcome of regulatory reviews of the proposed transaction; the failure to retain key Business Objects employees;
customer and partner uncertainty regarding the anticipated benefits of the proposed transaction; SAP's and Business
Objects' ability to achieve the anticipated synergies of the proposed transaction; Business Objects' ability to attract and
retain customers for its end-to-end BI solutions; market acceptance of new products; Business Objects' and Adobe's ability
to fulfill the joint initiatives established under their new strategic alliance arrangement; and other risks as detailed in
Business Objects' SEC filings, including its Form 10-K for the year ended December 31, 2006 and its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2007, which are on file with the SEC and available at the SEC's website at
www.sec.gov. Business Objects is not obligated to update these forward-looking statements to reflect events or
circumstances after the date of this presentation.
|
USE OF NON-GAAP FINANCIAL
MEASURES
Today we will be discussing our results on a US GAAP as well as a non-GAAP basis. These non-GAAP
results, also sometimes called pro forma results, exclude write-off of in process research and development
charges, amortization of purchased intangibles, stock based compensation expense, and other non-recurring
or non-cash charges. We use these additional non-GAAP measures as we believe they give useful operating
information in addition to the US GAAP results. A reconciliation of US GAAP to non-GAAP financial
statements is available in our press release and on our investor relations webpage at:
www.businessobjects.com/company/investors.
|
FINANCIAL RESULTS
Jim Tolonen
Chief Financial Officer
|
Q3 FISCAL 2007 KEY FIGURES
Growth Preliminary Q3 2007
$ in millions, except EPS Q3 2007 Q3 2006 Y/Y (CC) Results Guidance
Total Revenues $369 $310 19% (15%) $366 - 370 $382 - 387
US GAAP Results
Operating Margin 3% 10%
Tax Rate 50% 43% 43%
Net Income * $6 $20 -68%
Fully Diluted EPS $0.07 $0.21 -68% $0.04 - 0.06 $0.16 - 0.20
Non-GAAP Results
Operating Margin 15% 17%
Tax Rate 33% 33% 33%
Net Income $38 $39 -2%
Fully Diluted EPS $0.39 $0.41 -4% $0.36 - 0.39 $0.43 - 0.47
* Q3 2007 US GAAP Net Income includes approximately $7 million of legal contingency reserve for the
final settlement of the litigation with Decision Warehouse.
|
REVENUE ANALYSIS
License Maintenance Global Services
Rev. Mix 139 163 67
Q3 Fiscal 2007 Total Revenue = $369M (+19% Y/Y, +15% in CC*)
Americas EMEA APJ
Rev. Mix 198 145 26
Americas ($198M)
+13% Y/Y
EMEA ($145M)
+29% Y/Y
+21% in CC*
APJ ($26M)
+16% Y/Y
* Growth rates in constant currencies (CC)
License ($139M)
+6% Y/Y
+2% in CC*
Maintenance ($163M)
+27% Y/Y
+22% in CC*
Global Services ($67M)
+34% Y/Y
+31% in CC*
|
MARGIN PERFORMANCE
Steady progress (+140bp
improvement) over 9 months
Q307 impacted by:
Lower-than-expected license
revenue
Lost deferred revenue of acquisitions
Lower margin from acquired
companies
Continued focus on operating margin
improvement objectives
Q1 Q2 Q3 9 months
FY06 0.14 0.13 0.17 0.1497
FY07 0.16 0.175 0.146 0.1635
Q1 Q2 Q3 9 months
FY06 0.064 0.046 0.095 0.069
FY07 0.017 0.091 0.028 0.046
|
STRONG BALANCE SHEET
AND CASH FLOW
Total Cash & Investments up $418M from December 31, 2006
Total Deferred Revenues up $46M from December 31, 2006
Improvement in DSO to 82 days in Q307 from 88 days in Q207
Cash flow from operations remains strong
Total Cash & Investments (Excluding Restricted) $931M
Total Deferred Revenues $339M
Total Assets $3,425M
Convertible Debt $640M
Total Shareholders' Equity $1,880M
DSO 82 Days
Cash Flow from Operations (9 Months) $213M
As of September 30, 2007
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BUSINESS OBJECTS/SAP
TRANSACTION
October 7: joint announcement on the agreement
October 10: SAP filed documents with the French Ministry of Economy
October 18: fairness opinion report from independent expert
October 22: several filings took place
SAP filed with the AMF a draft prospectus on the transaction;
Business Objects filed with the AMF a draft prospectus in response to
SAP's, where the Board of Directors recommends investors to tender their
securities to the proposed offer;
October 22 and 23: SAP and Business Objects filed appropriate
documents with the antitrust division of the EC and the US FTC
Closing of the offer expected during Q1 2008
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STRATEGIC OUTLOOK
John Schwarz
Chief Executive Officer
|
What's new?
EPM XI Suite
BusinessObjects Text Analysis
BusinessObjects Intelligent Search
Crystal Reports 2008
BusinessObjects Polestar
BusinessObjects Edge Series
(Standard, Professional and
Premium Editions)
BI OnDemand
Information OnDemand
CONSTANT INNOVATION
Leader in End-to-End BI
|
Over 3,000 strategic partners and resellers
EXPANDING
STRATEGIC ALLIANCES
What's new?
Strategic alliance with Adobe Systems to
jointly develop new technologies
OEM agreement with Intuit
Expanded alliance with IBM to develop and distribute
pre-integrated data warehousing and BI solutions
|
SAP & Business Objects:
A Win-Win Solution
Continued commitment to the most open, broad, and
integrated platform in the industry
Business user is a high-growth opportunity
Independent unit within SAP
Abundant product and go-to-market synergies
|
CONFIDENCE
IN BUSINESS PERFORMANCE
Strong demand
Mid-market growing fast
Diversified channel:
Direct
Indirect
Software-as-a-service
Product innovation and alliances
Business Objects innovation + SAP presence = momentum
Continued commitment to margin improvement objectives
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INVESTOR RELATIONS
CONTACTS
John Ederer Edouard Lassalle Nina Camera
Vice President, Investor Relations Director of Investor Relations, Europe U.S. Investor Relations
+1 408 953 6064 +33 1 41 25 24 33 +1 408 953 6138
john.ederer@businessobjects.com edouard.lassalle@businessobjects.com nina.camera@businessobjects.com
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Additional Information
The tender offer for the outstanding
ordinary shares, the convertible bonds and the warrants of Business Objects has not yet commenced.
This document is for informational purposes only and is not an offer to buy or the solicitation
of an offer to sell any Business Objects securities. The solicitation and the offer to buy
ordinary shares of Business Objects, the convertible bonds and the warrants will be made only
pursuant to an offer to purchase and related materials that SAP and its subsidiary intend to
file with the SEC on Schedule TO. Business Objects also intends to file a
solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer.
Business Objects stockholders and other
investors should read the draft
Note d’Information
and the draft
Note en Réponse
filed by SAP and
by Business Objects, respectively, with the AMF on October 22, 2007, and any updates thereto
carefully because these documents contain important information, including the terms and
conditions of the tender offer. In addition, Business Objects stockholders and other investors
should read the Tender Offer Statement on Schedule TO and the Schedule 14D-9 to be filed by SAP
and Business Objects, respectively, carefully because these documents will contain important
information, including the terms and conditions of the tender offer. Business Objects
stockholders and other investors may obtain copies of the draft
Note d’Information
and the
draft
Note en Réponse
and any other documents filed with the AMF from the AMF’s
website (amf-france.org) , and any other tender offer documents subsequently filed with the AMF
or the SEC from their respective websites (SEC website at www.sec.gov), in both cases without
charge. Materials filed by SAP may be obtained for free at SAP’s web site, www.sap.com. Materials
filed by Business Objects may be obtained for free at Business Objects’ web site,
www.businessobjects.com. Stockholders and other investors are urged to read carefully all tender
offer materials prior to making any decisions with respect to the tender offer.
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