SAP acquires SuccessFactors

Following the successful closing of SAP’s cash tender offer for all issued and outstanding shares of SuccessFactors, Inc. (NYSE: SFSF) ("SuccessFactors"), SAP and SuccessFactors announced on February 23, 2012, that SAP has completed the acquisition of SuccessFactors. The acquisition was completed via a short-form merger under Delaware law pursuant to which Saturn Expansion Corporation., an indirectly wholly owned subsidiary of SAP, was merged with and into SuccessFactors, with SuccessFactors surviving the merger as a wholly owned subsidiary of SAP America, Inc., the U.S. operating subsidiary of SAP AG. As a result of the merger, all outstanding shares of SuccessFactors that were not tendered into the previously completed tender offer (other than shares held by SuccessFactors, SAP America or any of their wholly-owned subsidiaries, and shares held by stockholders that properly exercise appraisal rights under Delaware law) were converted into the right to receive $40.00 per share in cash without interest and subject to any required withholding of taxes, the same consideration paid to stockholders in the tender offer.

SuccessFactors has notified the New York Stock Exchange, Deutsche Börse, and the Professional Segment of Euronext Paris of the completion of the acquisition and trading of shares of its common stock were suspended on February 23, 2012 on each exchange pending delisting of such shares.

Tender Offer (Schedule TO-T) of December 16, 2011

In connection with this merger agreement and tender offer, SAP has filed with the U.S. Securities and Exchange Commission (SEC) the following documents:

On December 5, 2011

  • a Report on Form 6-K including
    • 'Exhibit 99.1 – Joint press release issued by SAP AG and SuccessFactors, Inc. dated December 3, 2011'
  • a Schedule TO-C including
    • 'Exhibit (a)(5)(B) – Script of financial analyst and press call by senior management of SAP AG and SuccessFactors, Inc. held on December 3, 2011'
    • 'Exhibit (a)(5)(C) – SAP AG spokesperson FAQ dated December 3, 2011'
    • 'Exhibit (a)(5)(D) – SAP customer letter dated December 3, 2011'
    • 'Exhibit (a)(5)(E) – SAP partner portal message dated December 3, 2011'
    • 'Exhibit (a)(5)(F) – SAP CEO employee FAQ dated December 3, 2011'
    • 'Exhibit (a)(5)(G) – SAP CEO employee email dated December 3, 2011'
    • 'Exhibit (a)(5)(H) – SAP On-demand team email dated December 3, 2011'
    • 'Exhibit (a)(5)(I) – SAP news article for corporate portal dated December 3, 2011'
    • 'Exhibit (a)(5)(J) – Email from the Employee Representatives of the Supervisory Board to SAP Employees in Germany
  • a Schedule TO-C including
    • 'Exhibit (a)(5)(K) – Transcript of financial analyst and press call by senior management of SAP AG and SuccessFactors, Inc. held on December 3, 2011'
    • 'Exhibit (a)(5)(L) – OnDemand Manager Communications Kit dated December 5, 2011'
    • 'Exhibit (a)(5)(M) – Email to Crossgate Employees dated December 5, 2011'

On December 6, 2011:

  • a Schedule TO-C including
    • 'Exhibit (a)(5)(N) – Transcript of financial analyst call by senior management of SAP AG and SuccessFactors, Inc. held on December 5, 2011'

On December 9, 2011:

  • a Schedule TO-C including
    • Exhibit (a)(5)(O) Transcript of Barclays Capital Global Technology Conference held on December 8, 2011

On December 16, 2011:

  • a Schedule TO-T (Tender Offer) including
    • 'Exhibit (a)(1)(A) – Offer to Purchase dated December 16, 2011'
    • 'Exhibit (a)(1)(B) – Form of Letter of Transmittal'
    • 'Exhibit (a)(1)(C) – Notice of Guaranteed Delivery'
    • 'Exhibit (a)(1)(D) – Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees'
    • 'Exhibit (a)(1)(E) – Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees'
    • 'Exhibit (a)(1)(F) – Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9'
    • 'Exhibit (a)(5)(A) – Press release issued by SAP AG and SuccessFactors on December 3, 2011 incorporated herein by reference to the Form 6-K furnished by SAP AG, SAP America and the Purchaser on December 5, 2011'
    • 'Exhibit (a)(5)(B) – Summary Advertisement as published in the Wall Street Journal on December 16, 2011'
    • 'Exhibit (a)(5)(C) – Press release issued by SAP AG on December 16, 2011'
    • 'Exhibit (b)(1) – Euro 1 billion Credit Facility Agreement dated December 3, 2011, among SAP AG, as borrower, J.P. Morgan Limited as mandated lead arranger, the financial institution listed in Schedule 1 as original lender, and J.P. Morgan Europe Limited, as agent'
    • 'Exhibit (d)(1) – Agreement and Plan of Merger dated as of December 3, 2011 by and among SAP America, the Purchaser and SuccessFactors incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by SuccessFactors on December 5, 2011'
    • 'Exhibit (d)(2) – Mutual Non-Disclosure Agreement effective as of October 20, 2011 between SAP AG and SuccessFactors'
    • 'Exhibit (d)(3) – Exclusivity Agreement dated as of November 9, 2011 between SAP AG and SuccessFactors'

On December 22, 2011

  • an Amendment No. 1 to Schedule TO-T including
    • ‘Exhibit (a)(5)(D) Complaint captioned Federic Peretti v. Douglas J. Burgum et al., Case No. CIV510279 filed on December 8, 2011 in the Superior Court of the State of California – County of San Mateo, incorporated herein by reference to the Schedule 14D-9 filed by SuccessFactors on December 16, 2011.’
    • ‘Exhibit (a)(5)(E) Complaint captioned Steamfitters Local 449 Pension Plan v. Douglas J. Burgum et al., Case No. CIV510436 filed on December 14, 2011 in the Superior Court of the State of California – County of San Mateo, incorporated herein by reference to Amendment No. 1 to the Schedule 14D-9 filed by SuccessFactors on December 21, 2011.

On December 27, 2011

On January 11, 2012

  • an Amendment No. 3 to Schedule TO-T including
    • ‘Exhibit (a)(5)(G) Consolidated complaint captioned In re SuccessFactors, Inc. Shareholders Litigation, Case No. CIV510279, filed on January 5, 2012 in the Superior Court of the State of California – County of San Mateo, incorporated herein by reference to Amendment No. 3 to the Schedule 14D-9 filed by SuccessFactors on January 11, 2012’.
    • ‘Exhibit (a)(5)(H) Complaint captioned Sanjay Israni v. Lars Dalgaard et al., Case No. 12-CV-0076-JSW, filed on January 5, 2012 in the United States District Court for the Northern District of California, incorporated herein by reference to Amendment No. 3 to the Schedule 14D-9 filed by SuccessFactors on January 11, 2012’.

On January 13, 2012

On January 17, 2012

On January 19, 2012

On January 23, 2012

On January 26, 2012

On February 2, 2012

On February 9, 2012

On February 16, 2012

On February 23, 2012

  • a Schedule 13D including
    • 'Exhibit 1. – Agreement and Plan of Merger, dated as of December 3, 2011, by and among SAP America, the Purchaser and SuccessFactors (incorporated into this Schedule 13D by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by SuccessFactors on December 5, 2011)'
    • 'Exhibit 2. – Euro 1 billion Credit Facility Agreement dated December 3, 2011, among SAP AG, as borrower, J.P. Morgan Limited as mandated lead arranger, the financial institution listed in Schedule 1 as original lender, and J.P. Morgan Europe Limited, as agent (incorporated into this Schedule 13D by reference to Exhibit (b)(1) to the Tender Offer Statement on Schedule TO filed by SAP AG, SAP America and the Purchaser on December 16, 2011)'
    • 'Exhibit 3. – Power of Attorney (incorporated into this Schedule 13D by reference to Exhibit 99.2 to the Tender Offer Statement on Schedule TO filed by SAP AG, SAP America and the Purchaser on December 16, 2011)'
  • a Statement on Form 3
  • a Statement on Form 4

Hotline for SuccessFactors shareholders

Georgeson, USA,
Tel. +1 877 507 1756