General Notice to all Documents
With ad hoc announcement dated May 22, 2012, SAP AG announced that SAP AG's subsidiary, SAP America, Inc., has entered into an agreement dated as of May 22, 2012 to acquire Ariba, Inc., Sunnyvale, California, USA ('Ariba'). The proposed acquisition of Ariba by SAP will be effected pursuant to the terms of an Agreement and Plan of Merger by and among, SAP America, Angel Expansion Corporation, a wholly owned subsidiary of SAP America, and Ariba.
Please note that the information here provided, including any press release, is neither an offer to purchase nor a solicitation of an offer to sell securities. Stockholders of Ariba are strongly advised to read the proxy statement which Ariba will file with the U.S. Securities and Exchange Commission ("SEC") in connection with the proposed merger and the related information when it becomes available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger. The proxy statement and certain other documents are made available to all stockholders of Ariba at no expense to them. These documents are available at no charge on the web site of the SEC at http://www.sec.gov.
Cautionary Statement Regarding Forward-Looking Statements
Any statements contained on this website that are not historical facts are forward-looking statements as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as 'anticipate', 'believe', 'estimate', 'expect', 'forecast', 'intend', 'may', 'plan', 'project', 'predict', 'should” and 'will” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements on this website include the statements concerning the parties' ability to complete the transaction, the expected closing date of the transaction, and the expected benefits and synergies of the transaction. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. These potential risks and uncertainties include, among others, uncertainties as to the timing of the acquisition; the satisfaction of closing conditions, including the receipt of Ariba stockholder approval and regulatory approvals; the failure to retain key Ariba employees, contracts or benefits; the failure to achieve expected synergies and other benefits; customer and partner uncertainty regarding the anticipated benefits of the transaction; whether certain industry segments will grow as anticipated; the competitive environment among participants in cloud technologies; and other risks detailed in SAP's and Ariba’s filings with the SEC, including SAP's most recent Annual Report on Form 20-F and Ariba’s most recent Annual Report on Form 10-K and 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. SAP undertakes no obligation to publicly update or revise any forward-looking statements.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger, Ariba will file a proxy statement with the SEC. The definitive proxy statement will be sent or given to the stockholders of Ariba and will contain important information about the proposed merger and related matters. Ariba’s stockholders are urged to read the definitive proxy statement carefully when it becomes available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger. Additionally, Ariba and SAP will file other relevant materials in connection with the proposed acquisition of Ariba by SAP pursuant to the terms of an Agreement and Plan of Merger by and among, SAP America, Angel Expansion Corporation, a wholly owned subsidiary of SAP America, and Ariba. SAP, Ariba and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Ariba stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of SAP’s executive officers and directors in the solicitation by reading SAP's most recent Annual Report on Form 20-F, and the proxy statement and other relevant materials filed with the SEC when they become available. Information concerning the interests of Ariba’s participants in the solicitation, which may, in some cases, be different than those of Ariba’s stockholders generally, will be set forth in the proxy statement relating to the merger when it becomes available.
The materials to be filed by SAP and Ariba with the SEC may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from Ariba by contacting Ariba Investor Relations by email at firstname.lastname@example.org or by telephone at +1 (678) 336-2980.
I herewith confirm that I have read the above notices.