SAP AG / Third country release according to Article 30e Para. 1, No. 3 of the
WpHG [the German Securities Trading Act]
22.12.2011 12:53
Dissemination of a Post-admission Duties announcement according to Article 30e
Para. 1 No. 3 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
With ad hoc announcement dated December 3, 2011 SAP AG ('SAP') announced
that SAP's subsidiary, SAP America, Inc., has entered into a definitive
merger agreement with SuccessFactors, Inc. ('SuccessFactors') pursuant to
which a subsidiary of SAP would offer to acquire all outstanding shares of
common stock of SuccessFactors. On December 16, 2011, Saturn Expansion
Corporation, a wholly-owned subsidiary of SAP America, Inc., made an offer
to purchase all outstanding shares of common stock of SuccessFactors under
the terms and conditions of such merger agreement. In connection with this
offer to purchase, SAP has filed on December 22, 2011 the following
document with the U.S. Securities and Exchange Commission ('SEC'):
Amendment No. 1 to Schedule TO-T (Tender Offer Statement), filed by SAP on
December 16, 2011, including
- 'Exhibit (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'
- 'Exhibit (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'
This Amendment No. 1 amends and supplements the Schedule TO-T filed with
the SEC by SAP on December 16, 2011.
This Amendment No. 1 filed is available on the website of SAP under
http://www.sap.com/corporate-en/investors/successfactors/offer.epx.
The Schedule TO-T containing the offer to purchase, letter of transmittal
and other documentation pertaining to the offer to purchase all outstanding
shares of common stock of SuccessFactors filed by SAP on December 16, 2011
comprises the following:
A Schedule TO-T including
- 'Exhibit (a)(1)(A) - Offer to Purchase dated December 16, 2011'
- 'Exhibit (a)(1)(B) - Form of Letter of Transmittal'
- 'Exhibit (a)(1)(C) - Notice of Guaranteed Delivery'
- 'Exhibit (a)(1)(D) - Form of Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees'
- 'Exhibit (a)(1)(E) - Form of Letter to Clients for Use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees'
- 'Exhibit (a)(1)(F) - Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9'
- 'Exhibit (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'
- 'Exhibit (a)(5)(B) - Summary Advertisement as published in the Wall
Street Journal on December 16, 2011'
- 'Exhibit (a)(5)(C) - Press release issued by SAP AG on December 16, 2011'
- 'Exhibit (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'
- 'Exhibit (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'
- 'Exhibit (d)(2) - Mutual Non-Disclosure Agreement effective as of October
20, 2011 between SAP AG and SuccessFactors'
- 'Exhibit (d)(3) - Exclusivity Agreement dated as of November 9, 2011
between SAP AG and SuccessFactors'
- 'Exhibit (d)(4) - Amended and Restated Exclusivity Agreement dated as of
November 22, 2011 between SAP AG and SuccessFactors'
- 'Exhibit 99.2 - Power of Attorney'
These documents filed by SAP on December 16, 2011 are available on the
website of SAP under
http://www.sap.com/corporate-en/investors/successfactors/offer.epx.
22.12.2011 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: SAP AG
Dietmar-Hopp-Allee 16
69190 Walldorf
Germany
Internet: www.sap.com
End of Announcement 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