SAP AG (NYSE: SAP) today announced that the U.S. Federal Trade Commission granted early termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) on December 23, 2011 with respect to SAP’s previously announced proposed acquisition of SuccessFactors, Inc.
SAP also announced that the parties have filed a joint voluntary notice (the Voluntary Notice) with the Committee on Foreign Investment in the United States (CFIUS) pursuant to Section 721 of Title VII of the Defense Production Act of 1950, as amended by Section 5021 of the Omnibus Trade and Competitiveness Act of 1988 and by the Foreign Investment and National Security Act of 2007 (Exon-Florio) and its implementing regulations, which has been accepted with an effective date of December 22, 2011. CFIUS review may take up to thirty calendar days, at which time CFIUS may either inform the parties that there are no national security concerns and terminate the review or initiate an investigation. An investigation may last up to 45 calendar days.
As previously announced, on December 16, 2011, SAP, through its indirectly wholly-owned subsidiary, Saturn Expansion Corporation, commenced a cash tender offer for all outstanding shares of common stock of SuccessFactors, Inc. at a price of $40.00 per share. The tender offer is being made pursuant to an Offer to Purchase dated December 16, 2011, and in connection with the Agreement and Plan of Merger, dated December 3, 2011, by and among SAP America, Inc., Saturn Expansion Corporation, and SuccessFactors, Inc. (the Merger Agreement). SAP and SuccessFactors first announced this transaction on December 3, 2011.
Early termination of the HSR Act waiting period satisfies one of the conditions to the tender offer. The tender offer remains subject to the satisfaction or waiver of the condition that, at the expiration of the tender offer, the parties have received a written notification issued by CFIUS that it has concluded a review of the Voluntary Notice and has determined not to conduct an investigation, or if an investigation is deemed to be required, notification in writing that the United States government including the President of the United States will not take action to suspend or prevent the consummation of the transactions contemplated by the Merger Agreement. The tender offer also remains subject to other conditions described in the Offer to Purchase.
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This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a tender offer statement (including an Offer to Purchase, Letter of Transmittal and related tender offer documents), which was filed by SAP, SAP America, Inc. and Saturn Expansion Corporation with the U.S. Securities and Exchange Commission (the “SEC”) on December 16, 2011. In addition, on December 16, 2011, SuccessFactors filed a Solicitation/Recommendation Statement on Schedule 14d-9 with the SEC related to the tender offer. The Tender Offer Statement, Offer to Purchase, Letter of Transmittal, Solicitation/Recommendation Statement and related documents will contain important information that should be read carefully before any decision is made with respect to the Tender Offer. These materials will be available at no charge on the SEC's web site at http://www.sec.gov. The Tender Offer Statement and related materials may be obtained for free by directing a request by mail to Georgeson Inc., 199 Water Street, 26th Floor, New York, NY 10038 or by calling toll-free in the United States (866) 507-1756 (or for banks and brokers, (212) 440-9800).
This release contains forward-looking statements that involve risks and uncertainties concerning the parties’ ability to close 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 and the ability of the parties to complete the transaction.
SAP is not obligated to, and undertakes no obligation to, publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this document. 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 future financial results are discussed more fully in SAP’s filings with the SEC, including SAP’s most recent Annual Report on Form 20-F filed with the SEC. Statements regarding the expected date of closing of the tender offer are forward-looking statements and are subject to risks and uncertainties including among others: uncertainties as to the timing of the tender offer and the satisfaction of closing conditions, including the receipt of regulatory approvals. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.
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