SAP acquires Ariba

SAP AG and Ariba, Inc. ('Ariba') announced on May 22, 2012 that SAP's subsidiary, SAP America, Inc., has entered into an agreement to acquire Ariba, the leading cloud-based business commerce network, for USD 45.00 per share, representing an enterprise value of approximately USD 4.3 billion.  The acquisition will combine Ariba's successful buyer-seller collaboration network with SAP's broad customer base and deep business process expertise to create new models for business-to-business collaboration in the cloud.

The Ariba board of directors has unanimously approved the transaction.  The per share purchase price represents a 20% premium over the May 21 closing price and a 19% premium over the one month volume weighted average price per share. The transaction will be funded from SAP's free cash and a EUR 2.4 billion term loan facility. The transaction is expected to be accretive to SAP's non-IFRS earnings per share in 2013.

With the addition of Ariba, SAP will acquire the leader in cloud-based collaborative business commerce.  Headquartered in Sunnyvale, California, Ariba has approximately 2,600 employees.  The company is the leader in cloud-based collaborative commerce applications and the second-largest cloud vendor by revenue.  Ariba combines industry-leading technology with a web-based trading community to help companies discover, connect and collaborate with a global network of partners - all in a cloud-based environment.  With USD 444 million in total revenue, Ariba experienced 38.5 percent annual growth in 2011.  Its business network recorded 62 percent organic growth in the same period.

Industry experts estimate the cloud-based enterprise network and procurement segment at a current size of USD 5 billion in revenue.  The Ariba network is the largest and most global trading network, connecting and automating more than USD 319 billion in commerce transactions, collaborations, and intelligence among more than 730,000 companies.

Read the press release of May 22, 2012

On July 3, 2012, SAP and Ariba announced that they are responding to a second request for information from the U.S. Department of Justice regarding SAP’s pending acquisition of Ariba. The second request is part of the regulatory approval process under the Hart-Scott-Rodino Anti-Trust Improvements Act.

On September 28, 2012, SAP and Ariba announced that the UK Office of Fair Trading has advised it will not refer the acquisition of Ariba by SAP to the UK Competition Commission.

Further on September 28, 2012, SAP and Ariba issued a joint press release announcing the termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, by the U.S. Department of Justice on September 28, 2012, with respect to SAP’s proposed acquisition of Ariba.

On October 1, 2012, SAP and Ariba issued a joint press release announcing that SAP had completed its acquisition of Ariba. All outstanding shares of Ariba (other than shares held by stockholders that have properly and validly perfected their appraisal rights under Delaware law) were converted into the right to receive USD 45.00 per share in cash, without interest and less any applicable withholding of taxes. Ariba has notified The Nasdaq Stock Market of the completion of the acquisition and expects trading of its common stock to be suspended pending delisting of such shares.

In connection with the acquisition of Ariba, SAP has filed with the U.S. Securities and Exchange Commission ('SEC') the following documents:

(1) On May 22, 2012:

A 'Schedule 14A' containing proxy soliciting materials consisting of:

(2) On May 23, 2012:

A 'Schedule 14A' containing proxy soliciting materials consisting of:

(3) On July 3, 2012:

(4) On September 28, 2012:

(5) On October 2, 2012: