SAP AG / Third country release according to Article 30e Para. 1, No. 3 of the WpHG [the German Securities Trading Act] 19.01.2008 Release of a Post-admission Duties announcement according to Article 30e Para. 1 No. 3 WpHG --------------------------------------------------------------------------- In connection with the Tender Offer under U.S. law for the securities of Business Objects S.A. (name of the Subject Company) made by SAP France S.A. ('SAP France'), a société anonyme organized under the laws of the Republic of France and a wholly owned subsidiary of SAP AG, and SAP AG (names of the Offerors: SAP France S.A. and SAP AG), the following documents have been filed on behalf of SAP AG (and SAP France S.A.)with the U.S. Securities and Exchange Commission (SEC) on January 18, 2008: A Form 3 (Initial statement of beneficial ownership of securities) ('Form 3') and a Form 4 (Statement of changes in beneficial ownership) ('Form 4'). This Form 3, which has been filed, contains the following information: Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934. The name and address of the reporting person is SAP AG, Dietmar-Hopp-Allee 16, 69190 Walldorf, Federal Republic of Germany. SAP France S.A., 23/25, rue Delarivière Lefoullon, La Défense 9, Paris, France 92064 is a joint filer (SAP France together with SAP AG, the 'Reporting Persons'). The date of the event requiring statement is January 15, 2008. The issuer name and ticker symbol is Business Objects S.A. (BOBJ). The relationship of each Reporting Person to the issuer is based on ten percent owner status. Pursuant to a Tender Offer Agreement dated October 7, 2007, by and between SAP AG and Business Objects S.A. ('Business Objects'), SAP France S.A. ('SAP France'), a wholly owned subsidiary of SAP AG, commenced a tender offer on December 4, 2007 for all of the outstanding ordinary shares, nominal value EUR0.10 per share (the 'Shares'), of 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'). The initial offering period for the U.S. Offer expired at 9:00 a.m. New York City time on Tuesday, January 15, 2008, at which time approximately 87,640,403 Shares (comprised of 74,687,474 Shares and 12,952,929 ADSs) had been validly tendered and not withdrawn pursuant to the Offers, which were accepted for purchase by SAP France. The reported Securities are owned directly by SAP France, which is a wholly owned subsidiary of SAP AG. SAP AG is indirect beneficial owner of the reported Securities. The Offers for all outstanding Warrants of Business Objects included warrants to acquire Shares issued on June 5, 2007 ('2007 Warrants'), on July 20, 2006 ('2006 Warrants'), on July 21, 2005 ('2005 Warrants'), on June 15, 2004 ('2004 Warrants') and on July 22, 2003 ('2003 Warrants' ). As of the expiration of the U.S. Offer on January 15, 2008, 210,000 2007 Warrants had been validly tendered and not withdrawn pursuant to the Offers and were accepted for purchase by SAP France. 45,000 2006 Warrants had been validly tendered and not withdrawn pursuant to the Offers and were accepted for purchase by SAP France. 90,000 2005 Warrants had been validly tendered and not withdrawn pursuant to the Offers and were accepted for purchase by SAP France. 195,000 2004 Warrants had been validly tendered and not withdrawn pursuant to the Offers and were accepted for purchase by SAP France. 45,000 2003 Warrants had been validly tendered and not withdrawn pursuant to the Offers and were accepted for purchase by SAP France. The original terms of the Warrants provide for the following vesting: (a) 2007 Warrants: 15,000 Shares on or after July 1, 2007, 60,000 Shares on or after June 1, 2008, 75,000 Shares on or after June 1, 2009, and 60,000 Shares on or after June 1, 2010; (b) 2006 Warrants: 15,000 Shares on or after June 1, 2007, 15,000 Shares on or after June 1, 2008, and 15,000 Shares on or after June 1, 2009; (c) 2005 Warrants: 30,000 Shares on or after June 1, 2006, 30,000 Shares on or after June 1, 2007, and 30,000 Shares on or after June 1, 2008; (d) 2004 Warrants: 35,000 Shares on or after July 1, 2004, 65,000 Shares on or after June 1, 2005, 50,000 Shares on or after June 1, 2006 and 45,000 Shares on or after June 1, 2007; and (e) 2003 Warrants: 17,500 Shares on or after June 1, 2004, 17,500 Shares on or after June 1, 2005, and 10,000 Shares on or after June 1, 2006. The 2007 Warrants expire on June 5, 2014. The 2006 Warrants expire on July 20, 2013. The 2005 Warrants expire on July 21, 2012. The 2004 Warrants expire on June 15, 2009. The 2003 Warrants expire on January 27, 2009. The exercise price for the 2007 Warrants is 29.99 euros per Share. The exercise price for the 2006 Warrants is 22.31 euros per Share. The exercise price for the 2005 Warrants is 23.13 euros per Share. The exercise price for the 2004 Warrants is 17.04 euros per Share. The exercise price for the 2003 Warrants is 19.45 euros per Share. As of the expiration of the U.S. Offer on January 15, 2008, 2,154,793 2.25% Convertible Bonds (ORNANEs) due January 1, 2027, had been validly tendered and not withdrawn pursuant to the Offers and were accepted for purchase by SAP France. Pursuant to the terms of a prospectus (the 'French Prospectus') approved under visa number 07-140 issued May 3, 2007 by the Autorité des marchés financiers (the 'AMF'), an English translation of the terms and conditions of which was filed by Business Objects with the US Securities and Exchange Commission (the 'SEC') on Form 8-K on May 16, 2007, the ORNANEs are, subject to certain specified conditions at specified times, exercisable after May 11, 2009 or during the period during which a registration statement becomes or is declared effective by the SEC and is available for use in connection with the exercise of the conversion right, until the seventh French business day preceding the redemption date at maturity. Upon conversion of each ORNANE, 42.15 euros would be payable in cash, and the amount payable in shares would be 0.202325238 Shares. The consideration payable in Shares (0.202325238 Shares per ORNANE) is calculated by taking (A) the product of (1) the issue price of the ORNANES (42.15 euros) and (2) the interpolated conversion ratio (1.201605219) minus (B) the issue price of tube ORNANES (42.15 euros) divided by (C) the offer price per Share (42.00 euros). Thus the formula is ((42.15 x 1.201605219) - 42.15)/42.00. This Form 4 filed contains the following information: Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934. The name and address of the reporting person is SAP AG, Dietmar-Hopp-Allee 16, 69190 Walldorf, Federal Republic of Germany. SAP France S.A. ('SAP France'), 23/25, rue Delarivière Lefoullon, La Défense 9, Paris, France 92064 is a joint filer (SAP France together with SAP AG, the 'Reporting Persons'). The issuer name and ticker symbol is Business Objects S.A. (BOBJ). The date of the earliest transaction required to be reported is January 16, 2008. The relationship of each Reporting Person to the issuer is based on ten percent owner status. Pursuant to a Tender Offer Agreement dated October 7, 2007, by and between SAP AG and Business Objects S.A. ('Business Objects'), SAP France, a wholly owned subsidiary of SAP AG, commenced a tender offer on December 4, 2007 for all of the outstanding ordinary shares, nominal value EUR0.10 per share (the 'Shares'), of 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'). The initial offering period for the U.S. Offer expired at 9:00 a.m. New York City time on Tuesday, January 15, 2008, at which time approximately 87,640,403 Shares (comprised of 74,687,474 Shares and 12,952,929 ADSs) had been validly tendered and not withdrawn pursuant to the Offers, which were accepted for purchase by SAP France. On January 16, 2008, SAP France acquired 2,240,442 Shares, bringing the total amount of Shares beneficially owned following the reported transaction to 76,927,916. On January 17, 2008, SAP France acquired 698,768 Shares, bringing the total amount of Shares beneficially owned following the reported transaction to 77,626,684. On January 16, 2008, SAP France acquired 702 ADSs, bringing the total amount of ADSs beneficially owned following the reported transaction to 12,953,631. These Shares and ADSs 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. The price per Share is 42.00 euros net per Share. The price per ADS is an amount in U.S. dollars equal to 42.00 euros net 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, 8:15 a.m. EST, on January 17, 2008). The reported Securities are owned directly by SAP France, which is a wholly owned subsidiary of SAP AG. SAP AG is indirect beneficial owner of the reported Securities. SAP France is providing a subsequent offering period, which commenced Wednesday, January 16, 2008 and which expires at 5:00 p.m. New York City time on Tuesday, January 29, 2008. The reported acquisition of ADSs was made by acceptance by SAP France of ADSs tendered pursuant to the US Offer during the subsequent offering period. The reported acquisition of Shares was made by market purchases on Euronext by SAP France pursuant to the French Offer during the subsequent offering period. These Form 3 and Form 4 filed are available on the website of SAP AG under http://www.sap.com/about/investor/bobj.epx. DGAP 19.01.2008 --------------------------------------------------------------------------- Language: English Issuer: SAP AG Dietmar-Hopp-Allee 16 69190 Walldorf Deutschland Internet: www.sap.com End of News DGAP News-Service ---------------------------------------------------------------------------
DGAP-CMS: SAP AG: Release according to Article 30e of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
| Source: EQS Group AG