BOBJ Business Objects S.A. ADS (MM)

 

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

 

(Amendment No. 2)

 

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)

 

 

 

 

F12338 103

12328X 107

(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.

Michael S. Ringler, Esq.

Julia Reigel, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

 

o   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the “ SEC ”) on December 4, 2007 (as previously filed with the SEC and as amended by Amendment No. 1, the “ Schedule 14D-9 ”), by Business Objects S.A., a société anonyme organized under the laws of the Republic of France ( “ Business Objects ”), relating to the tender offer made by SAP France S.A., a société anonyme organized under the laws of the Republic of France (“ SAP France ”) and wholly-owned subsidiary of SAP AG, an Aktiengesellschaft organized under the laws of Germany, as set forth in a Tender Offer Statement on Schedule TO filed by SAP France, dated December 4, 2007 (as previously filed with the SEC, the “ Schedule TO ”), to purchase (i) all outstanding Ordinary Shares that are held by U.S. holders (within the meaning of Rule 14d-1(d) under the Exchange Act), at a price of €42.00 per Ordinary Share, without interest, net to the seller in cash, (ii) all outstanding ADSs, at a price in U.S. dollars equal to the equivalent of €42.00 per ADS (as determined using the euro foreign exchange reference rate published by the European Central Bank on or about 2:15 p.m. (CET) on the business day following the expiration of the U.S. Offer or the business day following each tender of ADSs during a subsequent offer period of the U.S. Offer, as the case may be), without interest, net to the seller in cash, (iii) all outstanding ORNANEs that are held by U.S. holders, at a price of €50.65 per ORNANE, without interest, net to the seller in cash, and (iv) all outstanding July 2003 Warrants, June 2004 Warrants, July 2005 Warrants, July 2006 Warrants and June 2007 Warrants that are held by U.S. holders, at a price of €22.55, €24.96, €18.87, €19.69, and €12.01 per Warrant, respectively, without interest, net to the seller in cash. Any capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.

 

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

BUSINESS OBJECTS S.A.

 

James R. Tolonen

Chief Financial Officer

 

Dated: December 7, 2007

 

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