15.01.2008 19:14:00
|
SAP France's Cash Offers for Business Objects Securities Are Successful
SAP France S.A. ("SAP France”),
SAP AG (NYSE:SAP) ("SAP”)
and Business Objects S.A. (Nasdaq:BOBJ)(Euronext Paris ISIN code:
FR0004026250 – BOB) ("Business
Objects”) announced today that SAP France’s
all-cash tender offers for Business Objects securities were successful.
As a result of the offer in France, which closed on January 10, 2008,
and the offer in the United States, which closed today, SAP France will
hold 87.18% of the share capital and total voting rights of Business
Objects, or 82.08% on a fully diluted basis taking into account all
outstanding ORNANEs (as defined below), warrants and stock options. This
result satisfies the offers’ minimum tender
condition of 50.01% of the total voting rights of Business Objects on a
fully diluted basis.
In a press release issued today under the number 208c0093, the Autorité
des marchés financiers ("AMF”)
indicated that the securities tendered in the offers consist of:
87,640,403 Business Objects shares (including shares represented by
ADSs), representing 87.18% of the 100,529,222 shares outstanding;
10,650,146 Business Objects bonds convertible or exchangeable into new
or existing ordinary shares ("ORNANEs”),
representing 99.76% of the 10,676,156 ORNANEs outstanding;
45,000 Business Objects 2003 warrants, representing 100% of the 2003
warrants outstanding;
195,000 Business Objects 2004 warrants, representing 100% of the 2004
warrants outstanding;
90,000 Business Objects 2005 warrants, representing 100% of the 2005
warrants outstanding;
45,000 Business Objects 2006 warrants, representing 100% of the 2006
warrants outstanding; and
210,000 Business Objects 2007 warrants, representing 100% of the 2007
warrants outstanding.
SAP Press Briefing at 8:00 p.m. CET (11:00 a.m. PST) on January 16,
2008
SAP will hold a press briefing at 8:00 p.m. CET (11:00 a.m. PST) on
January 16, 2008 at SAP Palo Alto Labs with SAP CEO Henning Kagermann,
SAP Deputy-CEO Léo Apotheker and Business
Objects CEO John Schwarz to explain the integration of Business Objects,
the new joint mission and business strategy as well as the go-to-market
strategy of SAP/Business Objects.
The press briefing will be broadcast at www.sap.com/press.
Questions may be submitted to press@sap.com.
The toll-free dial-in number for callers in the United States is +1
(800) 762-4758, and the dial-in number for international callers is +1
(480) 629-9035. A replay of the press briefing will be available until
January 30, 2008. The toll-free replay number for callers in the United
States is +1 (800) 475-6701, and the replay number for international
callers is +1 (320) 365-3844, replay passcode 907018.
Subsequent offering period open until January 29, 2008
In order to enable Business Objects security holders who have not yet
tendered their securities to benefit from the offers, the offers will be
reopened for a subsequent offering period until January 29, 2008, as
announced by the AMF today in the press release published under number
208c0094.
The subsequent offering period in connection with SAP France’s
U.S. offer to ADS holders and U.S. holders of Business Objects ordinary
shares and ORNANEs (all Business Objects warrants have been previously
tendered during the first offering period) is on the same terms as those
of the initial U.S. offer. All securities tendered during the subsequent
offering period, which commences at 9:00 a.m. EST on January 16, 2008
and expires at 5:00 p.m. EST on January 29, 2008, will be paid at:
the U.S. Dollar equivalent of €42.00 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 on
the business day following each tender of ADSs);
€42.00 net per ordinary share; and
€50.65 net per ORNANE.
To tender into the subsequent offering period, ADS holders and U.S.
holders of ordinary shares or ORNANEs should use the appropriate letter
of transmittal or form of acceptance that was previously provided.
Additional copies of the letter of transmittal, forms of acceptance and
related documents may be obtained from Georgeson Inc., the information
agent for the U.S. offer, at (866) 574-4069. Securities that are
tendered during the subsequent offering period in the United States will
be immediately accepted and promptly paid for and may not be withdrawn.
In parallel, in accordance with Article 232-4 of the Réglement
Général ("General
Regulation”) of the AMF, SAP France’s
offer in France will be reopened between January 16 and January 29,
2008. The terms of the offer remain the same as those listed in the note
d'information related to the offer, which has received AMF visa
#07-425 on November 27, 2007, and in particular its section 2.11 which
indicates that the reopened offer will be semi-centralized. Business
Objects security holders will receive the amount mentioned above in
euros for each security they hold. The offer in France is open to
non-U.S. holders of Business Objects ordinary shares and ORNANEs who are
permitted to participate in the French offer pursuant to the local laws
and regulations applicable to those holders.
Holders of Business Objects ordinary shares or ORNANEs who are eligible
to participate in the French offer may obtain copies of the note
d'information, free of charge, from the websites of the AMF (www.amf-france.org)
and SAP France (www.sap.com), and from
SAP France, Défense Plaza –
23-25 rue Delarivière Lefoullon, La Défense
9 – 92064 Paris la Défense
Cedex and Deutsche Bank AG, Paris Branch, 3, av. De Friedland, 75008
Paris. For more information, call either your financial intermediary or
Georgeson at 0800 6570 (toll free in Europe) or +44 (0) 117 378 6015
(international).
About SAP
SAP is the world’s leading provider of
business software*. More than 43,400 customers in more than 120
countries run SAP® applications —
from distinct solutions addressing the needs of small and midsize
enterprises to suite offerings for global organizations. Powered by the
SAP NetWeaver® platform to drive innovation
and enable business change, SAP software helps enterprises of all sizes
around the world improve customer relationships, enhance partner
collaboration and create efficiencies across their supply chains and
business operations. SAP solution portfolios support the unique business
processes of more than 25 industries, including high tech, retail,
financial services, healthcare and the public sector. With subsidiaries
in more than 50 countries, the company is listed on several exchanges,
including the Frankfurt stock exchange and NYSE under the symbol "SAP.”
(Additional information at http://www.sap.com)
(*) SAP defines business software as comprising enterprise resource
planning and related applications such as supply chain management,
customer relationship management, product life-cycle management and
supplier relationship management.
About Business Objects
Business Objects has been a pioneer in business intelligence (BI) since
the dawn of the category. Today, as the world’s
leading BI software company, Business Objects transforms the way the
world works through intelligent information. The company helps
illuminate understanding and decision-making at more than 45,000
organizations around the globe. Through a combination of innovative
technology, global consulting and education services, and the industry’s
strongest and most diverse partner network, Business Objects enables
companies of all sizes to make transformative business decisions based
on intelligent, accurate, and timely information.
Business Objects has dual headquarters in San Jose, Calif., and Paris,
France. The company’s stock is traded on both
the Nasdaq (BOBJ) and Euronext Paris (ISIN: FR0004026250 - BOB) stock
exchanges. More information about Business Objects can be found at www.businessobjects.com.
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 and/or Business Objects are
intended to identify such forward-looking statements. SAP and/or
Business Objects undertake 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 SAP's and Business Objects' future financial results are
discussed more fully in SAP's and Business Objects' filings with the
U.S. Securities and Exchange Commission ("SEC"), respectively, including
SAP's most recent Annual Report on Form 20-F filed with the SEC and
Business Objects' most recent Quarterly Report on Form 10-Q filed with
the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates.
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any Business
Objects securities. The complete terms and conditions of the U.S. offer
are set forth in the U.S. Offer to Purchase and related documentation
filed with the U.S. Securities and Exchange Commission (the "SEC”)
by SAP AG and SAP France on Schedule TO and the recommendation of the
Business Objects board of directors with respect to the U.S. offer is
set forth in the solicitation/recommendation statement filed with the
SEC by Business Objects on Schedule 14D-9.
The complete terms and conditions of the French offer are set forth in
the Note d’Information and Note en Réponse
filed by SAP France and Business Objects with the French stock exchange
authority (Autorité des marchés
financiers, "AMF”)
which are available on the websites of the AMF (www.amf-france.org)
and respectively SAP France (www.sap.com)
and Business Objects (www.businessobjects.com),
and may be obtained free of charge respectively from SAP France SA and
Deutsche Bank AG, and Business Objects.
Business Objects shareholders and other investors should carefully read
all tender offer materials, including the U.S. Offer to Purchase and all
related documentation filed by SAP AG and SAP France on Schedule TO, the
Schedule 14D-9 filed by Business Objects as
well as the Note d’Information and the Note
en Réponse filed by SAP France and
Business Objects because these documents contain important information,
including the terms and conditions of the tender offers. Business
Objects shareholders and other investors can obtain copies of the tender
offer materials and any other documents filed with the AMF from the AMF’s
Web site (www.amf-france.org) or with the SEC
at the SEC’s Web site (www.sec.gov),
in both cases without charge. Materials filed by SAP AG and SAP France
may also be obtained for free at SAP’s Web
site (www.sap.com), and materials filed
by Business Objects may be obtained for free at Business Objects’
Web site (www.businessobjects.com).
Stockholders and other investors are urged to read carefully all tender
offer materials prior to making any decisions with respect to the Offers.
Questions and requests for assistance may be directed to the Information
Agent, Georgeson Inc. (199 Water Street, 26th Floor, New York, New York
10038-3650; North America Toll Free Number: (866) 574-4069; Outside
North America Collect: (212) 440-9800; European Toll Free Number: 00800
6570 6570) or the Dealer Manager, Deutsche Bank Securities Inc. (60 Wall
Street, New York, New York 10005; Call Toll Free: (877) 221-7676).
Requests for additional copies of the U.S. offer documents and other
materials may be directed to the Information Agent, and will be
furnished promptly at SAP France’s expense.
You may also contact your broker, dealer, commercial bank, trust company
or other nominee for assistance concerning the U.S. offer. SAP France
will not pay any fees or commissions to any broker or dealer or any
other person (other than the Information Agent and the Dealer Manager)
for soliciting tenders of securities pursuant to the U.S. Offer.
The publication or distribution of this press release may be subject to
statutory or regulatory restrictions in certain countries. The press
release is not addressed to individuals subject to such restrictions,
either directly or indirectly. Receipt of this press release does not
constitute an offer in countries where a tender offer or an offer of
securities would be illegal.
Copyright © 2007 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.
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