WALLDORF, Germany and
SAN MATEO, Calif., Feb. 23, 2012 /PRNewswire/ -- Following the
successful closing of SAP AG's (NYSE: SAP) cash tender offer for
all issued and outstanding shares of SuccessFactors, Inc. (NYSE:
SFSF) ("SuccessFactors"), SAP and SuccessFactors today announced
that SAP has completed the acquisition of SuccessFactors. The
acquisition was completed via a short-form merger under
Delaware law pursuant to which
Saturn Expansion Corporation, an indirectly wholly owned subsidiary
of SAP, was merged with and into SuccessFactors, with
SuccessFactors surviving the merger as a wholly owned subsidiary of
SAP America, Inc., the U.S. operating subsidiary of SAP AG. As a
result of the merger, all outstanding shares of
SuccessFactors that were not tendered into the previously
completed tender offer (other than shares held by SuccessFactors,
SAP America or any of their wholly-owned subsidiaries, and shares
held by stockholders that properly exercise appraisal rights under
Delaware law) were converted into
the right to receive $40.00 per share
in cash without interest and subject to any required withholding of
taxes, the same consideration paid to stockholders in the tender
offer.
SuccessFactors has notified the New York Stock Exchange,
Deutsche Boerse, and the Professional Segment of Euronext Paris of
the completion of the acquisition and expects trading of shares of
its common stock to be suspended on each exchange pending delisting
of such shares.
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.
About SuccessFactors, an SAP company
SuccessFactors, an SAP company, is the leading provider of
cloud-based Business Execution Software, and delivers business
alignment, team execution, people performance, and learning
management solutions to organizations of all sizes across more than
60 industries. With approximately 15 million subscription seats
globally, we strive to delight our customers by delivering
innovative solutions, content and analytics, process expertise and
best practices insights from serving our broad and diverse customer
base. Today, we have more than 3,500 customers in more than 168
countries using our application suite in 35 languages.
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
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or omissions with respect to the materials. The only warranties for
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express warranty statements accompanying such products and
services, if any. Nothing herein should be construed as
constituting an additional warranty.
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For customers interested in learning more about SAP
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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,
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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