WALLDORF, Germany, Jan. 19, 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
January 25, 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. The parties filed a joint voluntary notice with CFIUS
pursuant to the relevant law (Sec. 721 of Title VII of the Defense
Production Act of 1950 (50 U.S.C. App. 2170), "Exon-Florio") and
its implementing regulations, which was accepted with an effective
date of December 22, 2011. CFIUS
review may take up to thirty calendar days, at which time CFIUS may
either inform the parties that there are no national security
concerns and terminate the review or initiate an investigation. An
investigation may last up to 45 calendar days. 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, Inc.'s
transfer agent, has indicated that, as of 5:00 p.m., New York
City time, on January 18,
2012, 85,245,987 shares of common stock of SuccessFactors,
Inc. 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
January 18, 2012, 75,505,778 shares
of common stock of SuccessFactors, Inc. have been tendered into and
not withdrawn from the tender offer (including 4,174,985 shares of
common stock of SuccessFactors, Inc. 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 176,000
customers 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 SAP AG. All rights reserved.
SAP, R/3, SAP NetWeaver, Duet, PartnerEdge, ByDesign, SAP
BusinessObjects Explorer, StreamWork, SAP HANA and other SAP
products and services mentioned herein as well as their respective
logos are trademarks or registered trademarks of SAP AG in
Germany and other countries.
Business Objects and the Business Objects logo, BusinessObjects,
Crystal Reports, Crystal Decisions, Web Intelligence, Xcelsius, and
other Business Objects products and services mentioned herein as
well as their respective logos are trademarks or registered
trademarks of Business Objects Software Ltd. Business Objects is an
SAP company. Sybase and Adaptive Server, iAnywhere, Sybase 365, SQL
Anywhere, and other Sybase products and services mentioned herein
as well as their respective logos are trademarks or registered
trademarks of Sybase, Inc. Sybase is an SAP company.
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serves informational purposes only. National product specifications
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For
more information, press only:
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Jim Dever
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Andrea
Meyer, SuccessFactors
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7329
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ameyer@successfactors.com; PST
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SOURCE SAP AG