BOBJ Business Objects S.A. ADS (MM)

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

Business Objects S.A.

(Name of Subject Company (Issuer))

SAP France S.A.

a wholly owned subsidiary of SAP AG

SAP AG

(Offerors)

(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

Ordinary Shares, € 0.10 nominal value per share
and
American Depositary Shares, each
representing one Ordinary Share

(Title of Class of Securities)

F12338 103
12328X 107
(CUSIP Number of Class of Securities)

Michael Junge
General Counsel
SAP AG
Dietmar-Hopp-Allee 16
69190 Walldorf
Federal Republic of Germany
+49 6227 74 7474

(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

A. Peter Harwich
Eric S. Shube
Allen & Overy LLP
1221 Avenue of the Americas
New York, NY 10020
USA
+1 212 610 6300

CALCULATION OF FILING FEE:

	Transaction valuation*			Amount of filing fee**
	$3,953,271,351			$121,365

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $121,365		Filing Party: SAP France S.A.
Form or Registration No.: Schedule TO		Date Filed: December 4, 2007

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ     third-party tender offer subject to Rule 14d-1.

o     issuer tender offer subject to Rule 13e-4.

o     going-private transaction subject to Rule 13e-3.

o     amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: þ

 

 

TABLE OF CONTENTS

     This Amendment No. 7 (this “Amendment”) amends and supplements the Tender Offer Statement filed under cover of Schedule TO, as amended (the “Schedule TO”) initially filed with the Securities and Exchange Commission on December 4, 2007, which relates to the offer by SAP France S.A., a société anonyme organized under the laws of the Republic of France (“SAP France”) and a wholly-owned subsidiary of SAP AG, a stock company organized under the laws of the Federal Republic of Germany (“SAP AG”), to purchase all outstanding ordinary shares, nominal value € 0.10 per share (the “Shares”), of Business Objects S.A., a société anonyme organized under the laws of the Republic of France (“Business Objects”), including ordinary shares represented by American Depositary Shares (“ADSs”), as well as the outstanding warrants to acquire Shares (“Warrants”) and convertible bonds convertible or exchangeable into new or existing Shares (“ORNANEs,” and together with the Shares, ADSs and Warrants, “Securities”), issued by Business Objects through concurrent offers in the United States (the “U.S. Offer”) and in France (the “French Offer” and together with the U.S. Offer, the “Offers”). In the U.S. Offer, SAP France is seeking to acquire all outstanding Shares, Warrants and ORNANEs held by U.S. holders (within the meaning of Rule 14d-1(d) of the Securities and Exchange Act of 1934, as amended) and all outstanding ADSs wherever the holder is located, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase dated December 4, 2007 (the “U.S. Offer to Purchase”), the related ADS Letter of Transmittal (the “ADS Letter of Transmittal”) and the Forms of Acceptance (the “Forms of Acceptance”). This Amendment is being filed on behalf of SAP France and SAP AG. This Amendment is the final amendment to the Schedule TO. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Schedule TO.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     Item 8 is amended and supplemented to include the following information:

     SAP France, SAP AG and Business Objects issued a joint press release on January 30, 2008 announcing the expiration of the subsequent offering period. A copy of the joint press release is attached as Exhibit (a)(5)(xii) and is incorporated herein by reference.

     Based upon a count by the receiving agent in the U.S. Offer, 2,323,359 ADSs were tendered during the subsequent offering period in the United States and have been accepted for payment. Additionally, SAP France acquired a total of 5,786,569 Shares through market purchases on Euronext pursuant to the decentralized part of the French Offer during the subsequent offering period. Together with the Shares, ADSs, ORNANEs and Warrants already held by SAP France, SAP France now holds an aggregate of 92.91% of the outstanding Shares (including Shares represented by ADSs), 99.76% of the outstanding ORNANEs and 100% of the outstanding Warrants. These Securities are owned directly by SAP France S.A., which is a wholly owned subsidiary of SAP AG. SAP AG is indirect beneficial owner of the reported Securities. In addition to these Securities, SAP France will purchase the Securities tendered in the centralized part of the French Offer during the subsequent offering period once the Autorité des marchés financiers (“AMF”) determines the number of Securities that were validly tendered in the centralized part of the French Offer during the subsequent offering period. The AMF is expected to announce the final results of the French Offer on or about February 5, 2008.

ITEM 11. ADDITIONAL INFORMATION.

     Item 11 is amended and supplemented to include the information set forth above under Item 8, which is incorporated in this Item 11 by reference.

ITEM 12. EXHIBITS.

     Item 12 is amended and supplemented to include the following exhibit:

(a)(5)(xii) Joint press release issued by SAP France, SAP AG and Business Objects on January 30, 2008.

SIGNATURE

     After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of January 30, 2008 that the information set forth in this statement is true, complete and correct.

		SAP FRANCE S.A.
		By:		/s/ MICHAEL PLOETNER*
		Name: Michael Ploetner
		*By power of attorney
		SAP AG
		By:		/s/ MICHAEL PLOETNER*
		Name: Michael Ploetner
		*By power of attorney

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