UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
SYBASE, INC.
(Name of Subject Company)
SYBASE, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
871130100
(CUSIP Number of Class of Securities)
Daniel R. Carl, Esq.
Vice President and General Counsel
One Sybase Drive
Dublin, CA 94568
(925) 236-5000
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)
Copies to:
Michael J. Kennedy, Esq.
Michael S. Dorf, Esq.
Dana C.F. Kromm, Esq.
Shearman & Sterling LLP,
525 Market Street
San Francisco, California 94105
(415) 610-1100
þ
Check the box if the filing relates to preliminary communications made
before the commencement date of a tender offer.
This Schedule 14D-9 consists of the following documents relating to the proposed acquisition of
Sybase, Inc. (the Company) by SAP America, Inc., a wholly-owned subsidiary of SAP AG, pursuant to
the Agreement and Plan of Merger, dated May 12, 2010 by and among SAP America, Inc., Sheffield
Acquisition Corp. and the Company:
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1.
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Joint Press Release issued by SAP AG and the Company, dated May 12, 2010
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2.
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Email from John S. Chen, Chairman, Chief Executive Officer
and President of the Company, sent to all
employees
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1. Joint Press Release issued by SAP AG and the Company, dated May 12, 2010
May 12, 2010
SAP to Acquire Sybase, Inc.
Strategic Move to Accelerate the Reach of SAP
®
Solutions across Mobile Platforms,
Help Companies Manage and Analyze Business Information and Processes on Any Device
WALLDORF, Germany and Dublin, California, USA May 12, 2010
SAP (NYSE: SAP) and Sybase,
Inc., Dublin, California (USA) (NYSE: SY) today announced that SAPs subsidiary, SAP America, Inc.,
has signed a definitive merger agreement to acquire Sybase, Inc., in a transaction that will bring
the two information technology (IT) leaders together to enable companies to become better-run
unwired enterprises. As a result of this transaction, customers will be able to better harness
todays explosion of data and deliver information and insight in real time to business consumers
wherever they work so they can make faster, more informed decisions. Companies will benefit from
greater productivity, speed and agility to help their businesses grow. Under the terms and
conditions of the merger agreement, SAP America, Inc., will make an all cash tender offer for all
of the outstanding shares of Sybase common stock at $65.00 per share, representing an enterprise
value of approximately $5.8 billion.
The per share purchase price represents a 44% premium over the three-month average stock price
of Sybase. The transaction will be funded from SAPs cash on hand and a 2.75 billion loan facility
arranged and underwritten by Barclays Capital and Deutsche Bank.
The Sybase board of directors has unanimously approved the transaction. The closing of the
tender offer is conditioned on the tender of a majority of the outstanding shares of Sybases
common stock on a fully diluted basis and clearance by the relevant antitrust authorities.
SAP and Sybase to Benefit from Synergies
Both SAP and Sybase will benefit from synergies across product lines and markets. SAP will
accelerate the reach of its solutions across mobile platforms and drive forward the realization of
its in-memory computing vision. This will drive higher user adoption of SAP software and unlock
significant business value out of existing customer investments. In addition, Sybases innovative
mobile platform can connect all applications and data (SAP and non-SAP) and enable them on mobile
devices. SAP, Sybase and their customers will be able to tap into Sybases messaging network to
reach 4 billion mobile subscribers through 850+ operator relationships worldwide and engage their
consumers via alerts, transactions and promotions on their mobile devices.
For Sybase, SAP in-memory technology will provide the opportunity for dramatic performance
improvements to its analytic processing capabilities. Sybase will also be able to bring its complex
event processing and analytics expertise, which was built in the financial sector, to customers in
other industries, markets and product areas in which SAP has a complementary, strong presence.
Finally, Sybases core database business will be enhanced by SAP in-memory technology to deliver
integrated transactional and analytical capabilities. At the same time, SAP reinforced its
dedication to customer choice by stating that it will continue its commitment to supporting leading
database vendors.
The synergies between the two companies will also expand opportunities for the SAP and Sybase
ecosystems. Software and implementation partners can capture new opportunities by innovating on
Sybases market-leading mobile platform, which will make it easier to create, deliver and securely
manage mobile enterprise applications across major device types.
SAP and Sybase Stronger Together
With this transaction, SAP will dramatically expand its addressable market by making
available its market-leading solutions to hundreds of millions of mobile users, combining the
worlds best business software with the worlds most powerful mobile infrastructure platform, said
Bill McDermott, co-CEO of SAP and member of the SAP Executive
Board. This is a game-changing transaction for SAP and Sybase customers, who will be better
able to connect their employees with key functionality and information from anywhere and make it
easier for companies to make faster, more informed business decisions in real time. With SAPs
customer-centric approach, we are resolute in our commitment to support Sybase customers to be
best-run businesses.
SAP said it will continue to support each organizations product road map while enhancing
products to help customers derive additional value from existing investments. It also stated that
both companies development organizations would remain intact, with the opportunity to
cross-collaborate to increase innovation for customers.
Headquartered in Dublin, California, Sybase delivers a range of solutions to ensure that
customer information is securely managed and mobilized to the point of action, including enterprise
and mobile databases, middleware, synchronization, encryption and device management software, and
mobile messaging services.
Mobile devices are becoming the preferred interaction point with business applications,
whether the user is a factory supervisor, a retail manager or an entrepreneur in a developing
nation, said Jim Hagemann Snabe, co-CEO of SAP and member of the SAP Executive Board. The
combination of SAP and Sybase will give users the option of running their operations from leading
mobile devices and will unleash the full power of mobility, including messaging interoperability,
content delivery and mobile commerce services, across all companies and roles and in any location.
In addition, innovation around Sybases established database business will pave the way for real
real-time analytics and finally remove the decade-old barrier between business applications and
business intelligence.
Sybase to Operate Stand-Alone
The two companies announced that Sybase will operate as a standalone unit under the name
Sybase, an SAP Company. Sybases management team will continue to run the business. The SAP
Executive Board plans to propose to the Supervisory Board to appoint the Chairman and CEO of Sybase
to SAPs Executive Board.
This transaction better positions SAP and Sybase to bring remarkable benefits of mobility and
real-time information to our customers existing technology investments, said Vishal Sikka, Chief
Technology Officer and member of the SAP executive board in charge of Technology and Innovation.
SAPs in-memory computing technology is already revolutionizing business analytics and will bring
a paradigm shift to enterprise data management for all applications. The in-memory team within SAP
will continue its current mission to innovate in-memory technology and these innovations will
enable both SAP and Sybase to bring unprecedented value to their customers.
This combination is a transformative event in the software industry, said John Chen, CEO of
Sybase, Inc. SAPs in-memory technology in combination with Sybases database technology will
revolutionize how transactional and analytic applications are built, benefiting all businesses.
Further, by combining the market leader in enterprise applications with the market leader in
enterprise mobility, companies around the world will be able to run their business from many
devices. This will drive a new wave of enterprise productivity. The combined SAP/Sybase will be
able to provide a software offering that enables companies to transform their businesses in an
increasingly data-, consumer- and mobile-centric world.
Transaction Expected to Be Accretive to SAPs Earnings per Share on a non-IFRS Basis in 2010
and Beyond
The transaction is expected to close during the third quarter of 2010 and will be immediately
accretive to SAPs earnings per share on a non-IFRS adjusted basis. SAP expects the combination to
deliver synergies through both revenue enhancement and the realization of cost efficiencies.
Additional details regarding specific product, go-to-market and other integration details will be
provided after the transaction is complete.
Tender Offer Details and Disclosure Information
SAP Americas wholly owned subsidiary, Sheffield Acquisition Corp.will promptly commence a
tender offer under US securities law for all outstanding shares of Sybase common stock.
The completion of the tender offer and acceptance of Sybases shares is conditioned on the
tender of a majority of the outstanding shares of Sybases common stock on a fully diluted basis
and the satisfaction of regulatory and other customary conditions. Approval of the transaction by
SAPs stockholders is not required and the transaction is not subject to a financing condition.
Financial Analyst and Media Conference Call
SAP and Sybase senior management will host two conference calls for financial analysts and
media to discuss the transaction:
On
Wednesday, May 12
th
, at 11:30 pm CET / 5:30 pm Eastern (Dial in numbers: +49
6958 999 0797 (Germany), +44 20 8515 2302 (UK), +1 480 629-9692 (US), Conference ID: 4301600;
Replay numbers: +44 20 7154 2833 (UK), +1 303 590-3030 (US), Access code: 4301600)
On
Thursday, May 13
th
at 8:00 am CET / 2:00 am Eastern (Dial in numbers: +49 69 58
999 0797 (Germany), +44 20 8515 2302 (UK), +1 480 629-9692 (US), Conference ID: 4301586; Replay
numbers: +44 20 7154 2833 (UK), +1 303 590-3030 (US), Access code: 4301586)
The calls will be webcast at www.sap.com/investor.
About SYBASE
SYBASE, Inc., Dublin, California (USA) is an industry leader in delivering enterprise and
mobile software to manage, analyze and mobilize information. Sybase is recognized globally as a
performance leader, proven in the most data-intensive industries and across all major systems,
networks and devices. Sybases information management, analytics and enterprise mobility solutions
have powered the worlds most mission-critical systems in financial services, telecommunications,
manufacturing and government. For more information, visit www.sybase.com.
About SAP
SAP is the worlds leading provider of business software(*), offering applications and
services that enable companies of all sizes and in more than 25 industries to become best-run
businesses. With more than 97,000 customers in over 120 countries, the company is listed on several
exchanges, including the Frankfurt stock exchange and NYSE, under the symbol SAP. For more
information, visit www.sap.com.
# # #
Additional Information
This announcement is neither an offer to purchase nor a solicitation of an offer to sell
securities. The tender offer for the outstanding shares of the Companys common stock described in
this announcement has not commenced. At the time the offers are commenced, a subsidiary of SAP AG
(Purchaser) will file a Schedule TO Tender Offer Statement, with the Securities and Exchange
Commission, and Sybase, Inc. will file a Schedule 14D-9 Solicitation/Recommendation Statement, with
respect to the offer. The Tender Offer Statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the Solicitation/Recommendation Statement will
contain important information that should be read carefully before any decision is made with
respect to the Tender Offer. Those materials and all other documents filed by SAP AG or Purchaser
with the SEC will be available at no charge on the Securities and Exchange Commissions web site at
www.sec.gov. The Schedule TO Tender Offer Statement and related materials may be obtained for free
by directing such requests to SAP AG, Attention: Stefan Gruber, Dietmar-Hopp-Allee 16, 69190
Walldorf, Germany, Telephone:+49 6227 744872. The Schedule 14D-9 Solicitation/Recommendation
Statement and such other documents may be obtained for free by directing such requests to Sybase,
Inc., Attention: Dan Cohen, One Sybase Drive, Dublin, CA 94568, Telephone: +1-925-236-5000.
Note to editors:
To preview and download broadcast-standard stock footage and press photos digitally, please
visit www.sap.com/photos. On this platform, you can find high resolution material for your media
channels. To view video stories on diverse topics, visit
Error! Hyperlink reference not valid.
.
From this site, you can embed videos into your own Web pages, share video via e-mail links and
subscribe to RSS feeds from SAP TV.
Follow SAP on Twitter at @sapnews.
For more information, press only:
Christoph Liedtke, SAP, +49 (6227) 7-50383, christoph.liedtke@sap.com, CET
Jim Dever, SAP, +1 610 661-2161, james.dever@sap.com,
Mark Wilson, Sybase, +1 (925) 234-4891, mark.wilson@sybase.com, PST
For more information, financial community only:
Stefan Gruber, SAP, +49 (6227) 7-44872, investor@sap.com, CET
Martin Cohen, SAP, +1 (212) 653-9619, investor@sap.com, EST
Forward-Looking Statements
This release contains forward-looking statements that involve risks and uncertainties
concerning the parties ability to close the transaction and the expected closing date of the
transaction, the anticipated benefits and synergies of the proposed transaction, anticipated future
combined operations, products and services, and the anticipated role of Sybase, its key executives
and its employees within SAP following the closing of 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, the ability of the parties to complete the transaction, the failure to
retain key Sybase employees, customer and partner uncertainty regarding the anticipated benefits of
the transaction, the failure of SAP and Sybase to achieve the anticipated synergies of the proposed
transaction and other risks detailed in Sybase SEC filings, including those discussed in Sybases
quarterly report on Form 10-Q for the quarter ended March 31, 2010, which is on file with the SEC
and available at the SECs website at www.sec.gov. Sybase is not obligated to update these
forward-looking statements to reflect events or circumstances after the date of this document.
Any statements contained in this document that are not historical facts are forward-looking
statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as
anticipate, believe, estimate, expect, forecast, intend, may, plan, project,
predict, should and will and similar expressions as they relate to SAP are intended to
identify such forward-looking statements. SAP undertakes no obligation to publicly update or revise
any forward-looking statements. 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 SAPs future financial results are discussed more fully in SAPs filings with the
U.S. Securities and Exchange Commission (SEC), including SAPs most recent Annual Report on Form
20-F filed with the SEC. Statements regarding the expected date of closing of the tender offer, and
expected integration, growth and improved customer service benefits are forward-looking statements
and are subject to risks and uncertainties including among others: uncertainties as to the timing
of the tender offer, the satisfaction of closing conditions, including the receipt of regulatory
approvals, whether certain industry segments will grow as anticipated, the competitive environment
among providers of software solutions, and difficulties encountered in integrating companies and
technologies. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of their dates.
(*) SAP defines business software as comprising enterprise resource planning, business
intelligence, and related applications.
Copyright
©
2010 SAP AG. All rights reserved.
SAP, R/3, mySAP, mySAP.com, xApps, xApp, SAP NetWeaver 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 in several other countries all over
the world. All other product and service names mentioned are the trademarks of their
respective companies. Data contained in this document serve informational purposes
only. National product specifications may vary.
2.
Email from John S. Chen, Chairman, Chief Executive Officer and
President of the Company, sent to all employees
Dear Sybase team member:
Today, SAP and Sybase announced that the companies have entered into an
agreement for SAP to acquire Sybase. The purchase price is $65 per fully diluted
share. At this price, our shareholders will have an annual return of 41%, 27%, and
10%, over 3, 5, and 10 year periods. This return outperforms the S&P 500, NASDAQ,
Goldman Sachs software index, and average return of our peer companies for the same
period.
While this opportunity means we will not be executing our current plan of record
to take our company to $2 billion revenue as a stand-alone company, it is a clear
validation of our Unwired Enterprise strategy and business direction.
For our customers, this combination will benefit them in three key ways: First,
the merger of existing technologies will result in a stronger technology offering
(for example, in-memory technologies for databases, front end tools for analytics,
and mobile middleware technologies for SAP applications). Second, customers will
benefit from richer and faster innovation as together we have more engineering
resources to work on infrastructure server technologies. Third, extends our reach in
key verticals (messaging and m-commerce businesses will benefit from SAPs presence
in telecommunications and financial services markets).
This transaction has caused me to pause and reflect on all that we have done in the
last 12 years as a team. Despite skeptics along the way, we have generated
significant value for our stakeholders and changed Sybase from a declining company 12
years ago to a growing company that is widely acknowledged as an industry innovator
and market leader.
This has been a long transformative journey, not without its ups and downs.
But, we stuck with it. Through our most difficult times, we did not compromise our
commitment to innovate, support our customers, adhere to the highest levels of
integrity, and achieve our goals as a team. Our dedication is reflected in our
product releases, customer satisfaction ratings, perception of Sybase in the
marketplace, and financial results. Strategy and plans are vitally important to the
success of any company. However, they would just be words on a paper, but for the
business results achieved through your creativity, passion and commitment. As
always, I am sincerely appreciative of your effort and contribution.
I recall two seminal meetings through our journey. The first was in Napa
Valley, California in the spring of 1998 when we resolved and committed ourselves to
turn around the company. We subsequently defined and executed the Sierra Strategy to
achieve this objective. The second was when, in 2003, we unveiled the Sierra 2
Strategy now known as The Unwired Enterprise. There were doubters inside and
outside the company when we committed to the Unwired Enterprise strategy and vision.
The last few years have validated this vision. This is evidenced by the fact that
we are stronger today in our database business because of our strength in mobility
and messaging. And we are stronger in mobility and messaging because of our renewed
strength in our database business. We have come this far because of our passion and
resolve in our strategy and our desire to deliver: One Sybase, One Team.
As employees, I want you to know that we will operate as an independent business
unit within SAP and retain our brand. Going forward, we will be known as Sybase, an
SAP Company. I will lead a small team to focus on the integration and leverage the
opportunities that now exist as a combined company. As the two companies come
together, there will be potential for distractions. I would ask all of you through
the integration efforts not to forget our focus on operational execution. As a
standalone business unit, we will continue to keep our focus on growth and be
accountable for achieving financial goals. Over the next few months, the team will
share progress throughout the integration process. For everyone
else, I am counting on you to continue to contribute with the integrity and vigor as
you have done in the past.
I will host an all-hands employee event with SAP co-CEO Bill McDermott tomorrow
at 9:00 am PT in the Dublin cafeteria, which will be broadcast to all employees
worldwide. We will discuss in more detail the announcement and answer employee
questions.
We should take this moment to pause and recognize our incredible accomplishment.
We not only turned around and built the growth engine of Sybase, we also played a
pivotal role in driving the adoption of the enterprise mobility and analytics
software markets. These markets are now poised to revolutionize how consumers engage
with businesses, and the way business gets done around the world.
The Unwired Enterprise journey continues.
With my best regards,
John S. Chen
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell securities. The tender offer for the outstanding shares of the Companys
common stock described in this announcement has not commenced. At the time the
offers are commenced, a subsidiary of SAP AG (Purchaser) will file a Schedule TO
Tender Offer Statement, with the Securities and Exchange Commission, and Sybase, Inc.
will file a Schedule 14D-9 Solicitation/Recommendation Statement, with respect to the
offer. The Tender Offer Statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the Solicitation/Recommendation
Statement will contain important information that should be read carefully before any
decision is made with respect to the Tender Offer. Those materials and all other
documents filed by SAP AG or Purchaser with the SEC will be available at no charge on
the Securities and Exchange Commissions web site at www.sec.gov. The Schedule TO
Tender Offer Statement and related materials may be obtained for free by directing
such requests to SAP AG, Attention: Stefan Gruber, Dietmar-Hopp-Allee 16, 69190
Walldorf, Germany, Telephone: +496227744872. The Schedule 14D-9
Solicitation/Recommendation Statement and such other documents may be obtained for
free by directing such requests to Sybase, Inc., Attention: Charlie Chen, One Sybase
Drive, Dublin, CA 94568, USA, Telephone: +1-925-236-5000.
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