SFSF Successfactors Common Stock

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO/A

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 11)

 

 

SuccessFactors, Inc.

(Name of Subject Company (Issuer))

 

 

Saturn Expansion Corporation

a wholly-owned subsidiary of

SAP America, Inc.

an indirectly wholly-owned subsidiary of

SAP AG

(Name of Filing Persons, Offerors)

Common Stock, par value $0.001 per share,

(Title of Class of Securities)

864596101

(CUSIP Number of Class of Securities)

Michael Junge

Executive Vice President and General Counsel

SAP AG

Dietmar-Hopp-Allee 16

D-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

Allen & Overy LLP

1221 Avenue of the Americas

New York, New York 10020

Telephone: (212) 610-6300

Calculation of Filing Fee

 

Transaction Valuation(1)		Amount of Filing Fee(2)
$3,819,221,880		$437,682.83

 

(1)

Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Calculated by multiplying $40.00, the per share tender offer price, by shares of common stock of SuccessFactors, Inc., which includes (a) 84,801,782 shares of common stock issued and outstanding (including shares of restricted stock, but excluding treasury shares), (b) 6,130,344 shares of common stock subject to outstanding stock options with an exercise price less than $40.00 and (c) 4,548,421 restricted stock units outstanding.

 

(2)	The filing fee was calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory #3 for fiscal year 2012, issued September 29, 2011, by multiplying the transaction value by .00011460.

 

x	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 date of its filing.

 

Amount Previously Paid: $437,682.83		Filing Party: Saturn Expansion Corporation
Form or Registration No.: Schedule TO-T		Date Filed: December 16, 2011

 

¨	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:

 

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

 

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

 

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

 

¨	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:  x

 

 

 

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This Amendment No. 11 (this “ Amendment ”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on December 16, 2011 (as amended or supplemented, the “ Schedule TO ”) by Saturn Expansion Corporation, a Delaware corporation (the “ Purchaser ”) and a wholly-owned subsidiary of SAP America, Inc., a Delaware corporation (“ SAP America ”) and an indirectly wholly-owned subsidiary of SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (“ SAP AG ”). The Schedule TO relates to the offer by the Purchaser to purchase all issued and outstanding shares of common stock of SuccessFactors, Inc., a Delaware corporation (“ SuccessFactors ”), par value $0.001 per share (the “ SuccessFactors Common Stock ” or the “ Shares ”), at a price of $40.00 per Share, net to the holder thereof in cash, without interest and less any required withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase dated December 16, 2011 (as it may be amended or supplemented, the “ Offer to Purchase ”), and the related letter of transmittal (as it may be amended or supplemented, the “ Letter of Transmittal ,” and together with the Offer to Purchase, the “ Offer ”), copies of which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

Item 1. Summary Term Sheet.

The Offer to Purchase and Item 1 of the Schedule TO, to the extent Item 1 incorporates by reference the information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet”, are hereby amended and supplemented to include the following information:

The Offer expired at 5:00 p.m., New York City time, on Wednesday, February 15, 2012. The Offer was not extended. Computershare Trust Company, N.A., SuccessFactors’ transfer agent, has indicated that, as of 5:00 p.m., New York City time, on February 15, 2012, 85,541,359 Shares were issued and outstanding. The Depositary has indicated that a total of 81,673,335 Shares were validly tendered and not properly withdrawn upon expiration of the Offer (including 5,411,270 Shares subject to the guaranteed delivery procedures set forth in the Offer to Purchase). The number of Shares validly tendered and not properly withdrawn upon expiration of the Offer represents approximately 95.5% of all issued and outstanding Shares. The Purchaser has accepted for payment all Shares that were validly tendered and not properly withdrawn in the Offer. In each case, the consideration will be paid in cash, without interest, less any relevant withholding taxes, pursuant to the terms and conditions of the Offer.

SAP America and the Purchaser intend to effect a short-form merger as promptly as practicable, without the need for a meeting of SuccessFactors’ shareholders. In the Merger, the Purchaser will be merged with and into SuccessFactors with SuccessFactors continuing as the Surviving Corporation and a wholly-owned subsidiary of SAP America. At the effective time of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than Shares that are held by SuccessFactors, SAP America or any of their wholly-owned subsidiaries or Shares held by stockholders who properly exercise appraisal rights under the DGCL) will, by virtue of the Merger and without any action on the part of the holders of the Shares, be converted into the right to receive $40.00 net to the holder in cash, without interest and subject to any required withholding of taxes.

SAP AG and SuccessFactors issued a joint press release on Thursday, February 16, 2012, announcing the successful completion of the Offer. The full text of the press release is attached hereto as Exhibit (a)(5)(N) and is incorporated herein by reference.

Items 4 and 11.

Items 4 and 11 of the Schedule TO are hereby amended and supplemented to include the information set forth above under Item 1, which is incorporated in these Items 4 and 11 by reference.

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Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibit:

 

(a)(5)(N)		Joint Press Release issued by SAP AG and SuccessFactors on February 16, 2012.

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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.

Dated: February 16, 2012

 

 

 

 

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EXHIBIT INDEX
(a)(1)(A)*		Offer to Purchase, dated December 16, 2011.
(a)(1)(B)*		Form of Letter of Transmittal.
(a)(1)(C)*		Notice of Guaranteed Delivery.
(a)(1)(D)*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)*		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)*		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(5)(A)*		Press release issued by SAP AG and SuccessFactors on December 3, 2011, incorporated herein by reference to the Form 6-K furnished by SAP AG, SAP America and the Purchaser on December 5, 2011.
(a)(5)(B)*		Summary Advertisement as published in the Wall Street Journal on December 16, 2011.
(a)(5)(C)*		Press release issued by SAP AG on December 16, 2011.
(a)(5)(D)*		Complaint captioned Federic Peretti v. Douglas J. Burgum et al. , Case No. CIV510279 filed on December 8, 2011 in the Superior Court of the State of California – County of San Mateo, incorporated herein by reference to the Schedule 14D-9 filed by SuccessFactors on December 16, 2011.
(a)(5)(E)*		Complaint captioned Steamfitters Local 449 Pension Plan v. Douglas J. Burgum et al. , Case No. CIV510436 filed on December 14, 2011 in the Superior Court of the State of California – County of San Mateo, incorporated herein by reference to Amendment No. 1 to the Schedule 14D-9 filed by SuccessFactors on December 21, 2011.
(a)(5)(F)*		Press release issued by SAP AG on December 27, 2011.
(a)(5)(G)*		Consolidated complaint captioned In re SuccessFactors, Inc. Shareholders Litigation , Case No. CIV510279, filed on January 5, 2012 in the Superior Court of the State of California – County of San Mateo, incorporated herein by reference to Amendment No. 3 to the Schedule 14D-9 filed by SuccessFactors on January 11, 2012.
(a)(5)(H)*		Complaint captioned Sanjay Israni v. Lars Dalgaard et al. , Case No. 12-CV-0076-JSW, filed on January 5, 2012 in the United States District Court for the Northern District of California, incorporated herein by reference to Amendment No. 3 to the Schedule 14D-9 filed by SuccessFactors on January 11, 2012.
(a)(5)(I)*		Press Release issued by SAP AG on January 17, 2012.
(a)(5)(J)*		Press Release issued by SAP AG on January 19, 2012.
(a)(5)(K)*		Press Release issued by SAP AG on January 26, 2012.
(a)(5)(L)*		Press Release issued by SAP AG on February 2, 2012.
(a)(5)(M)*		Press Release issued by SAP AG on February 9, 2012.

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(a)(5)(N)		Joint Press Release issued by SAP AG and SuccessFactors on February 16, 2012.
(b)(1)*		Euro 1 billion Credit Facility Agreement dated December 3, 2011, among SAP AG, as borrower, J.P. Morgan Limited as mandated lead arranger, the financial institution listed in Schedule 1 as original lender, and J.P. Morgan Europe Limited, as agent.
(d)(1)*		Agreement and Plan of Merger dated as of December 3, 2011 by and among SAP America, the Purchaser and SuccessFactors incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by SuccessFactors on December 5, 2011.
(d)(2)*		Mutual Non-Disclosure Agreement effective as of October 20, 2011 between SAP AG and SuccessFactors.
(d)(3)*		Exclusivity Agreement dated as of November 9, 2011 between SAP AG and SuccessFactors.
(g)		Not applicable.
(h)		Not applicable.
99.2*		Power of Attorney

 

*	Filed Previously