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SAP France's Cash Offers for Business Objects Securities Are Successful
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- SAP France to Hold 87.18% of the Share Capital of Business
Objects -
- Subsequent Offering Period until January 29, 2008 -
WALLDORF, Germany & PARIS--(Business Wire)--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
Autorite des marches 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 Leo 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 EUR 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);
-- EUR 42.00 net per ordinary share; and
-- EUR 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 Reglement
General ("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, Defense Plaza - 23-25 rue Delariviere Lefoullon, La Defense 9
- 92064 Paris la Defense 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(R)
applications -- from distinct solutions addressing the needs of small
and midsize enterprises to suite offerings for global organizations.
Powered by the SAP NetWeaver(R) 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 Reponse filed by SAP France and
Business Objects with the French stock exchange authority (Autorite
des marches 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 Reponse 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 (C) 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.
Business Objects
Edouard Lassalle, +33 1 41 25 24 33
Investor Relations Director, Europe
edouard.lassalle@businessobjects.com
or
SAP
Press:
Christoph Liedtke, +49 6227 7-50383 (CET)
christoph.liedtke@sap.com
Frank Hartmann, +49 (6227) 7-42548 (CET)
f.hartmann@sap.com
Andy Kendzie, +1-202-312-3919 (EST)
andy.kendzie@sap.com
Financial Community:
Stefan Gruber, +49 (6227) 7-44872 (CET)
investor@sap.com
Martin Cohen, +1-212-653-9619 (EST)
investor@sap.com
Copyright Business Wire 2008
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