WALLDORF, Germany, Feb. 2, 2012 /PRNewswire/ -- SAP AG (NYSE:
SAP) announced today that its indirectly wholly-owned subsidiary,
Saturn Expansion Corporation, has extended the expiration of its
cash tender offer for all outstanding shares of common stock of
SuccessFactors, Inc. (NYSE: SFSF) for $40.00 per share, without interest and less any
applicable withholding taxes, to 5:00
p.m., New York City time on
February 8, 2012. The tender
offer is being made pursuant to an Offer to Purchase dated
December 16, 2011 and in connection
with an Agreement and Plan of Merger dated as of December 3, 2011. SAP and SuccessFactors first
announced this transaction on December 3,
2011.
(Logo:
http://photos.prnewswire.com/prnh/20110126/AQ34470LOGO)
The tender offer is being extended because the parties have not
yet received approval of the Committee on Foreign Investment in
the United States ("CFIUS") under
U.S. national security regulations, which is a condition to the
offer. Except for the extension of the tender offer, all other
terms and conditions of the tender offer remain unchanged.
Computershare Trust Company, N.A., SuccessFactors' transfer
agent, has indicated that, as of 5:00
p.m., New York City time,
on February 1, 2012, 85,486,022
shares of common stock of SuccessFactors were issued and
outstanding. American Stock Transfer & Trust Company, LLC, the
depositary for the tender offer, has indicated that, as of
5:00 p.m., New York City time, on February 1, 2012, 74,320,127 shares of common
stock of SuccessFactors (approximately 86.9% of the shares of
common stock of SuccessFactors issued and outstanding) have been
tendered into and not withdrawn from the tender offer (including
3,843,227 shares of common stock of SuccessFactors tendered
pursuant to the guaranteed delivery procedures set forth in the
Offer to Purchase).
About SAP
As market leader in enterprise application software, SAP (NYSE:
SAP) helps companies of all sizes and industries run better. From
back office to boardroom, warehouse to storefront, desktop to
mobile device – SAP empowers people and organizations to work
together more efficiently and use business insight more effectively
to stay ahead of the competition. SAP applications and services
enable more than 183,000 customers (includes customers from the
acquisition of Sybase) to operate profitably, adapt continuously,
and grow sustainably. For more information, visit www.sap.com.
Additional Information
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 Saturn
Expansion Corporation with the U.S. Securities and Exchange
Commission (the "SEC") on December
16, 2011. In addition, on December 16, 2011, SuccessFactors filed a
Solicitation/Recommendation Statement on Schedule 14d-9 with the
SEC related to the tender offer. The Tender Offer Statement,
Offer to Purchase, Letter of Transmittal,
Solicitation/Recommendation Statement and related documents will
contain important information that should be read carefully before
any decision is made with respect to the Tender Offer. These
materials will be available at no charge on the SEC's web site at
www.sec.gov. The Tender Offer Statement and related materials
may be obtained for free by directing a request by mail to
Georgeson Inc., 199 Water Street, 26th Floor, New York, NY 10038 or by calling toll-free in
the United States (866) 507-1756
(or for banks and brokers, (212) 440-9800).
Forward-Looking Statements
This release contains forward-looking statements that involve
risks and uncertainties concerning the parties' ability to close
the transaction. Actual events or results may differ
materially from those described in this release due to a number of
risks and uncertainties. These potential risks and
uncertainties include, among others, the outcome of regulatory
reviews of the proposed transaction and the ability of the parties
to complete the transaction.
SAP is not obligated to, and undertakes no obligation to,
publicly update or revise any forward-looking statements to reflect
events or circumstances after the date of this document. All
forward-looking statements are subject to various risks and
uncertainties that could cause actual results to differ materially
from expectations. The factors that could affect SAP's future
financial results are discussed more fully in SAP's filings with
the SEC, including SAP's most recent Annual Report on Form 20-F
filed with the SEC. Statements regarding the expected date of
closing of the tender offer are forward-looking statements and are
subject to risks and uncertainties including among others:
uncertainties as to the timing of the tender offer and the
satisfaction of closing conditions, including the receipt of
regulatory approvals. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of their dates.
© 2012 by SAP AG. All rights reserved.
SAP and the SAP logo are registered trademarks of SAP AG in
Germany and other countries.
Business Objects and the Business Objects logo are trademarks or
registered trademarks of Business Objects Software Ltd. Business
Objects is an SAP company. Sybase and the Sybase logo are
registered trademarks of Sybase Inc. Sybase is an SAP company.
Crossgate is a registered trademark of Crossgate AG in Germany and other countries. Crossgate is an
SAP company. All other product and service names mentioned are the
trademarks of their respective companies. Data contained in this
document serves informational purposes only. National product
specifications may vary.
These materials are subject to change without notice. These
materials are provided by SAP AG and its affiliated companies ("SAP
Group") for informational purposes only, without representation or
warranty of any kind, and SAP Group shall not be liable for errors
or omissions with respect to the materials. The only warranties for
SAP Group products and services are those that are set forth in the
express warranty statements accompanying such products and
services, if any. Nothing herein should be construed as
constituting an additional warranty.
Follow SAP Investor Relations on Twitter at @sapinvestor.
For customers interested in learning more about SAP
products:
Global Customer Center: +49 180 534-34-24
United States Only: 1 (800) 872-1SAP (1-800-872-1727)
For more information, press only:
Christoph Liedtke, SAP, +49
6227 7-50383, christoph.liedtke@sap.com, CET
Jim Dever, SAP, +1 (610) 661-2161,
james.dever@sap.com, EST
SAP Press Office, +49 (6227) 7-46315, CET; +1 (610) 661-3200, EST;
press@sap.com
Andrea Meyer, SuccessFactors, +1
(415) 370 7329, ameyer@successfactors.com, PST
For more information, financial community only:
Stefan Gruber, SAP, +49 6227
7-44872, investor@sap.com, CET
SOURCE SAP AG