WALLDORF, Germany - SAP AG (NYSE: SAP) announced today that its indirectly wholly-owned subsidiary, Saturn Expansion Corporation, has extended the expiration of its cash tender offer for all outstanding shares of common stock of SuccessFactors, Inc. (NYSE: SFSF) for $40.00 per share, without interest and less any applicable withholding taxes, to 5:00 p.m., New York City time on February 15, 2012. The tender offer was extended because the parties had not yet received approval of the Committee on Foreign Investment in the United States (“CFIUS”) under U.S. national security regulations, which was a condition to the offer.
SAP also announced that its subsidiaries, SAP America, Inc. and Saturn Expansion Corporation, have waived the condition that the CFIUS approval be obtained prior to the expiration of the tender offer (the "CFIUS Condition").
The tender offer is being made pursuant to an Offer to Purchase dated December 16, 2011 and in connection with an Agreement and Plan of Merger dated as of December 3, 2011. SAP and SuccessFactors first announced this transaction on December 3, 2011. Except for the extension of the tender offer and the waiver of the CFIUS Condition, all other terms and conditions of the tender offer remain unchanged.
Computershare Trust Company, N.A., SuccessFactors’ transfer agent, has indicated that, as of 5:00 p.m., New York City time, on February 8, 2012, 85,503,316 shares of common stock of SuccessFactors were issued and outstanding. American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has indicated that, as of 5:00 p.m., New York City time, on February 8, 2012, 73,443,933 shares of common stock of SuccessFactors (approximately 85.9% of the shares of common stock of SuccessFactors issued and outstanding) have been tendered into and not withdrawn from the tender offer (including 2,851,200 shares of common stock of SuccessFactors tendered pursuant to the guaranteed delivery procedures set forth in the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 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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