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EX-2.1 - EX-2.1 - SYBASE INC | f55864exv2w1.htm |
EX-4.1 - EX-4.1 - SYBASE INC | f55864exv4w1.htm |
8-K - FORM 8-K - SYBASE INC | f55864e8vk.htm |
Exhibit 99.1
May 12, 2010
SAP to Acquire Sybase, Inc.
Strategic Move to Accelerate the Reach of SAP® Solutions across Mobile Platforms,
Help Companies Manage and Analyze Business Information and Processes on Any Device
Help Companies Manage and Analyze Business Information and Processes on Any Device
WALLDORF, Germany and Dublin, California, USA May 12, 2010 SAP (NYSE: SAP) and Sybase,
Inc., Dublin, California (USA) (NYSE: SY) today announced that SAPs subsidiary, SAP America, Inc.,
has signed a definitive merger agreement to acquire Sybase, Inc., in a transaction that will bring
the two information technology (IT) leaders together to enable companies to become better-run
unwired enterprises. As a result of this transaction, customers will be able to better harness
todays explosion of data and deliver information and insight in real time to business consumers
wherever they work so they can make faster, more informed decisions. Companies will benefit from
greater productivity, speed and agility to help their businesses grow. Under the terms and
conditions of the merger agreement, SAP America, Inc., will make an all cash tender offer for all
of the outstanding shares of Sybase common stock at $65.00 per share, representing an enterprise
value of approximately $5.8 billion.
The per share purchase price represents a 44% premium over the three-month average stock price
of Sybase. The transaction will be funded from SAPs cash on hand and a 2.75 billion loan facility
arranged and underwritten by Barclays Capital and Deutsche Bank.
The Sybase board of directors has unanimously approved the transaction. The closing of the
tender offer is conditioned on the tender of a majority of the outstanding shares of Sybases
common stock on a fully diluted basis and clearance by the relevant antitrust authorities.
SAP and Sybase to Benefit from Synergies
Both SAP and Sybase will benefit from synergies across product lines and markets. SAP will
accelerate the reach of its solutions across mobile platforms and drive forward the realization of
its in-memory computing vision. This will drive higher user adoption of SAP software and unlock
significant business value out of existing customer investments. In addition, Sybases innovative
mobile platform can connect all applications and data (SAP and non-SAP) and enable them on mobile
devices. SAP, Sybase and their customers will be able to tap into Sybases messaging network to
reach 4 billion mobile subscribers through 850+ operator relationships worldwide and engage their
consumers via alerts, transactions and promotions on their mobile devices.
For Sybase, SAP in-memory technology will provide the opportunity for dramatic performance
improvements to its analytic processing capabilities. Sybase will also be able to bring its complex
event processing and analytics expertise, which was built in the financial sector, to customers in
other industries, markets and product areas in which SAP has a complementary, strong presence.
Finally, Sybases core database business will be enhanced by SAP in-memory technology to deliver
integrated transactional and analytical capabilities. At the same time, SAP reinforced its
dedication to customer choice by stating that it will continue its commitment to supporting leading
database vendors.
The synergies between the two companies will also expand opportunities for the SAP and Sybase
ecosystems. Software and implementation partners can capture new opportunities by innovating on
Sybases market-leading mobile platform, which will make it easier to create, deliver and securely
manage mobile enterprise applications across major device types.
SAP and Sybase Stronger Together
With this transaction, SAP will dramatically expand its addressable market by making
available its market-leading solutions to hundreds of millions of mobile users, combining the
worlds best business software with the worlds most powerful mobile infrastructure platform, said
Bill McDermott, co-CEO of SAP and member of the SAP Executive Board. This is a game-changing
transaction for SAP and Sybase customers, who will be better able to connect their employees with
key functionality and information from anywhere and make it easier for companies to make faster,
more informed business decisions in real time. With SAPs customer-centric approach, we are
resolute in our commitment to support Sybase customers to be best-run businesses.
SAP said it will continue to support each organizations product road map while enhancing
products to help customers derive additional value from existing investments. It also stated that
both companies development organizations would remain intact, with the opportunity to
cross-collaborate to increase innovation for customers.
Headquartered in Dublin, California, Sybase delivers a range of solutions to ensure that
customer information is securely managed and mobilized to the point of action, including enterprise
and mobile databases, middleware, synchronization, encryption and device management software, and
mobile messaging services.
Mobile devices are becoming the preferred interaction point with business applications,
whether the user is a factory supervisor, a retail manager or an entrepreneur in a developing
nation, said Jim Hagemann Snabe, co-CEO of SAP and member of the SAP Executive Board. The
combination of SAP and Sybase will give users the option of running their operations from leading
mobile devices and will unleash the full power of mobility, including messaging interoperability,
content delivery and mobile commerce services, across all companies and roles and in any location.
In addition, innovation around Sybases established database business will pave the way for real
real-time analytics and finally remove the decade-old barrier between business applications and
business intelligence.
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Sybase to Operate Stand-Alone
The two companies announced that Sybase will operate as a standalone unit under the name
Sybase, an SAP Company. Sybases management team will continue to run the business. The SAP
Executive Board plans to propose to the Supervisory Board to appoint the Chairman and CEO of Sybase
to SAPs Executive Board.
This transaction better positions SAP and Sybase to bring remarkable benefits of mobility and
real-time information to our customers existing technology investments, said Vishal Sikka, Chief
Technology Officer and member of the SAP executive board in charge of Technology and Innovation.
SAPs in-memory computing technology is already revolutionizing business analytics and will bring
a paradigm shift to enterprise data management for all applications. The in-memory team within SAP
will continue its current mission to innovate in-memory technology and these innovations will
enable both SAP and Sybase to bring unprecedented value to their customers.
This combination is a transformative event in the software industry, said John Chen, CEO of
Sybase, Inc. SAPs in-memory technology in combination with Sybases database technology will
revolutionize how transactional and analytic applications are built, benefiting all businesses.
Further, by combining the market leader in enterprise applications with the market leader in
enterprise mobility, companies around the world will be able to run their business from many
devices. This will drive a new wave of enterprise productivity. The combined SAP/Sybase will be
able to provide a software offering that enables companies to transform their businesses in an
increasingly data-, consumer- and mobile-centric world.
Transaction Expected to Be Accretive to SAPs Earnings per Share on a non-IFRS Basis in 2010 and
Beyond
The transaction is expected to close during the third quarter of 2010 and will be immediately
accretive to SAPs earnings per share on a non-IFRS adjusted basis. SAP expects the combination to
deliver synergies through both revenue enhancement and the realization of cost efficiencies.
Additional details regarding specific product, go-to-market and other integration details will be
provided after the transaction is complete.
Tender Offer Details and Disclosure Information
SAP Americas wholly owned subsidiary, Sheffield Acquisition Corp.will promptly commence a
tender offer under US securities law for all outstanding shares of Sybase common stock.
The completion of the tender offer and acceptance of Sybases shares is conditioned on the
tender of a majority of the outstanding shares of Sybases common stock on a fully diluted basis
and the satisfaction of
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regulatory and other customary conditions. Approval of the transaction by SAPs stockholders
is not required and the transaction is not subject to a financing condition.
Financial Analyst and Media Conference Call
SAP and Sybase senior management will host two conference calls for financial analysts and
media to discuss the transaction:
On Wednesday, May 12th, at 11:30 pm CET / 5:30 pm Eastern (Dial in numbers: +49
6958 999 0797 (Germany), +44 20 8515 2302 (UK), +1 480 629-9692 (US), Conference ID: 4301600;
Replay numbers: +44 20 7154 2833 (UK), +1 303 590-3030 (US), Access code: 4301600)
On Thursday, May 13th at 8:00 am CET / 2:00 am Eastern (Dial in numbers: +49 69 58
999 0797 (Germany), +44 20 8515 2302 (UK), +1 480 629-9692 (US), Conference ID: 4301586; Replay
numbers: +44 20 7154 2833 (UK), +1 303 590-3030 (US), Access code: 4301586)
The calls will be webcast at www.sap.com/investor.
About SYBASE
SYBASE, Inc., Dublin, California (USA) is an industry leader in delivering enterprise and mobile
software to manage, analyze and mobilize information. Sybase is recognized globally as a
performance leader, proven in the most data-intensive industries and across all major systems,
networks and devices. Sybase ´s information management, analytics and enterprise mobility solutions
have powered the worlds most mission-critical systems in financial services, telecommunications,
manufacturing and government. For more information, visit www.sybase.com.
About SAP
SAP is the worlds leading provider of business software(*), offering applications and services
that enable companies of all sizes and in more than 25 industries to become best-run businesses.
With more than 97,000 customers in over 120 countries, the company is listed on several exchanges,
including the Frankfurt stock exchange and NYSE, under the symbol SAP. For more information,
visit www.sap.com.
# # #
Additional Information
This announcement is neither an offer to purchase nor a solicitation of an offer to sell
securities. The tender offer for the outstanding shares of the Companys common stock described in
this announcement has not commenced. At the time the offers are commenced, a subsidiary of SAP AG
(Purchaser) will file a Schedule TO Tender Offer Statement, with the Securities and Exchange
Commission, and Sybase, Inc. will file a Schedule 14D-9 Solicitation/Recommendation Statement, with
respect to the offer. The Tender Offer Statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the Solicitation/Recommendation Statement will
contain important information that should be read carefully before any decision is made with
respect to the Tender Offer. Those materials and all other documents filed by SAP AG or Purchaser
with the SEC will be available at no charge on the Securities and Exchange Commissions web site at
www.sec.gov. The Schedule TO Tender Offer Statement and related materials may be obtained for free
by directing such requests to SAP AG, Attention: Stefan Gruber, Dietmar-Hopp-Allee 16, 69190
Walldorf, Germany , Telephone:
+49 6227 744872. The Schedule 14D-9 Solicitation/Recommendation Statement and such other documents
may be obtained for free by directing such requests to Sybase, Inc., Attention: Dan Cohen, One
Sybase Drive, Dublin, CA 94568, Telephone: +1-925-236-5000.
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Note to editors:
To preview and download broadcast-standard stock footage and press photos digitally, please visit
www.sap.com/photos. On this platform, you can find high resolution material for your media
channels. To view video stories on diverse topics, visit www.sap-tv.com. From this site,
you can embed videos into your own Web pages, share video via e-mail links and subscribe to RSS
feeds from SAP TV.
Follow SAP on Twitter at @sapnews.
For more information, press only:
Christoph Liedtke, SAP, +49 (6227) 7-50383, christoph.liedtke@sap.com, CET
Jim Dever, SAP, +1 610 661-2161, james.dever@sap.com,
Mark Wilson, Sybase, +1 (925) 234-4891, mark.wilson@sybase.com, PST
For more information, press only:
Christoph Liedtke, SAP, +49 (6227) 7-50383, christoph.liedtke@sap.com, CET
Jim Dever, SAP, +1 610 661-2161, james.dever@sap.com,
Mark Wilson, Sybase, +1 (925) 234-4891, mark.wilson@sybase.com, PST
For more information, financial community only:
Stefan Gruber, SAP, +49 (6227) 7-44872, investor@sap.com, CET
Martin Cohen, SAP, +1 (212) 653-9619, investor@sap.com, EST
Stefan Gruber, SAP, +49 (6227) 7-44872, investor@sap.com, CET
Martin Cohen, SAP, +1 (212) 653-9619, investor@sap.com, EST
Forward-Looking Statements
This release contains forward-looking statements that involve risks and uncertainties concerning
the parties ability to close the transaction and the expected closing date of the transaction, the
anticipated benefits and synergies of the proposed transaction, anticipated future combined
operations, products and services, and the anticipated role of Sybase, its key executives and its
employees within SAP following the closing of 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, the ability of the parties to complete the transaction, the failure to retain
key Sybase employees, customer and partner uncertainty regarding the anticipated benefits of the
transaction, the failure of SAP and Sybase to achieve the anticipated synergies of the proposed
transaction and other risks detailed in Sybase SEC filings, including those discussed in Sybases
quarterly report on Form 10-Q for the quarter ended March 31, 2010, which is on file with the SEC
and available at the SECs website at www.sec.gov. Sybase is not obligated to update these
forward-looking statements to reflect events or circumstances after the date of this document.
Any statements contained in this document that are not historical facts are forward-looking
statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as
anticipate, believe, estimate, expect, forecast, intend, may, plan, project,
predict, should and will and similar expressions as they relate to SAP are intended to
identify such forward-looking statements. SAP undertakes no obligation to publicly update or revise
any forward-looking statements. 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 SAPs future financial results are discussed more fully in SAPs filings with the
U.S. Securities and Exchange Commission (SEC), including SAPs most recent Annual Report on Form
20-F filed with the SEC. Statements regarding the expected date of closing of the tender offer, and
expected integration, growth and improved customer service benefits are forward-looking statements
and are subject to risks and uncertainties including among others: uncertainties as to the timing
of the tender offer, the satisfaction of closing conditions, including the receipt of regulatory
approvals, whether certain industry segments will grow as anticipated, the competitive environment
among providers of software solutions, and difficulties encountered in integrating companies and
technologies. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of their dates.
(*) SAP defines business software as comprising enterprise resource planning, business
intelligence, and related applications.
Copyright © 2010 SAP AG. All rights reserved.
SAP, R/3, mySAP, mySAP.com, xApps, xApp, SAP NetWeaver and other SAP products and
services mentioned herein as well as their respective logos are trademarks or
registered trademarks of SAP AG in Germany and in several other countries all over the
world. All other product and service names mentioned are the trademarks of their
respective companies. Data contained in this document serve informational purposes
only. National product specifications may vary.
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