Business Objects S.A. - Amended tender offer statement by Third Party (SC TO-T/A)
17 January 2008 - 9:23AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Business Objects S.A.
(Name of Subject Company (Issuer))
SAP
France S.A.
a wholly owned subsidiary of SAP AG
SAP
AG
(Offerors)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))
Ordinary Shares,
€
0.10 nominal value per share
and
American Depositary Shares, each
representing one Ordinary Share
(Title of Class of Securities)
F12338 103
12328X 107
(CUSIP Number of Class of Securities)
Michael Junge
General Counsel
SAP AG
Dietmar-Hopp-Allee 16
69190 Walldorf
Federal Republic of Germany
+49 6227 74 7474
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
A. Peter Harwich
Eric S. Shube
Allen & Overy LLP
1221 Avenue of the Americas
New York, NY 10020
USA
+1 212 610 6300
CALCULATION OF FILING FEE:
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Transaction valuation*
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Amount of filing fee**
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$3,953,271,351
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$121,365
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þ
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $121,365
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Filing Party: SAP France S.A.
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Form or Registration No.: Schedule TO
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Date Filed: December 4, 2007
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o
Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
þ
third-party tender offer subject to Rule 14d-1.
o
issuer tender offer subject to Rule 13e-4.
o
going-private transaction subject to Rule 13e-3.
o
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender
offer:
o
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*
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Estimated solely for purposes of calculating the filing fee. The transaction valuation was
calculated on the basis of (i) the offer price of (a)
€
42.00 for each of the 26,075,669 ADSs
outstanding; (b)
€
42.00 for each of the 37,537,988 ordinary shares held by U.S. holders within the
meaning of Rule 14d-1(d) under the Exchange Act; (c)
€
22.55 for each of the 45,000 2003 warrants
held by U.S. holders; (d)
€
24.96 for each of the 135,000 2004 warrants held by U.S. holders; (e)
€
18.87 for each of the 90,000 2005 warrants held by U.S. holders; (f)
€
19.69 for each of the 45,000
2006 warrants held by U.S. holders; and (g)
€
12.01 for each of the 120,000 2007 warrants held by
U.S. holders and (ii) an exchange rate (using the noon buying rate in New York City for cable
transfers in
€
as certified for customs purposes by the Federal Reserve Bank of New York on
November 28, 2007) of $1.4750 for one euro. The number of ADSs is based on information contained in
Business Objects S.A.’s Form 10-Q for the quarterly period ended September 30, 2007, filed with the
SEC on November 8, 2007 (the “10-Q”). The number of ordinary shares held by U.S. holders is
calculated by (a) multiplying (i) 97,867,164 ordinary shares, which is the number of outstanding
shares as set forth in the 10-Q, by (ii) 65%, which is the highest historical percentage of
ordinary shares (including ordinary shares underlying ADSs) held by U.S. holders of which Business
Objects S.A. is aware, and then (b) subtracting from the resulting product 26,075,669, which is the
number of ADSs outstanding as set forth in the 10-Q. The number of warrants held by U.S. holders
is based on information contained in a warrant register provided to the Offeror by Business Objects
S.A. Based upon the information provided to the Offeror by Business Objects S.A., there are no
ORNANEs held by U.S. holders and, accordingly, no fee is being paid with respect to the offer for
ORNANEs.
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**
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The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities
Exchange Act of 1934, as amended, as modified by Fee Advisory No. 6 for the fiscal year 2007,
equals $30.70 per $1,000,000 of transaction valuation.
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TABLE OF CONTENTS
This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement
filed under cover of Schedule TO, as amended (the “Schedule TO”) initially filed with the
Securities and Exchange Commission on December 4, 2007, which relates to the offer by SAP France
S.A., a
société anonyme
organized under the laws of the Republic of France (“SAP France”) and a
wholly-owned subsidiary of SAP AG, a stock company organized under the laws of the Federal Republic
of Germany (“SAP AG”), to purchase all outstanding ordinary shares, nominal value
€
0.10 per share
(the “Shares”), of Business Objects S.A., a
société anonyme
organized under the laws of the
Republic of France (“Business Objects”), including ordinary shares represented by American
Depositary Shares (“ADSs”), as well as the outstanding warrants to acquire Shares (“Warrants”) and
convertible bonds convertible or exchangeable into new or existing Shares (“ORNANEs,” and together
with the Shares, ADSs and Warrants, “Securities”), issued by Business Objects through concurrent
offers in the United States (the “U.S. Offer”) and in France (the “French Offer” and together with
the U.S. Offer, the “Offers”). In the U.S. Offer, Offeror is seeking to acquire all outstanding
Shares, Warrants and ORNANEs held by U.S. holders (within the meaning of Rule 14d-1(d) of the
Securities and Exchange Act of 1934, as amended) and all outstanding ADSs wherever the holder is
located, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase dated
December 4, 2007 (the “U.S. Offer to Purchase”), the related ADS Letter of Transmittal (the “ADS
Letter of Transmittal”) and the Forms of Acceptance (the “Forms of Acceptance”). This Amendment is
being filed on behalf of SAP France and SAP AG. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Schedule TO.
ITEM 12.
EXHIBITS.
Item 12 is amended and supplemented to include the following exhibits:
(a)(5)(iv) Press release issued by SAP AG dated January 16, 2008.
(a)(5)(v) Joint press release issued by SAP AG and Business Objects S.A. announcing joint product
offerings dated January 16, 2008.
(a)(5)(vi) Joint press release issued by SAP AG and Business Objects S.A. announcing partner
support dated January 16, 2008.
2
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the undersigned hereby
certify as of
January 16, 2008 that the information set forth in this statement is true, complete and
correct.
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SAP FRANCE S.A.
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By:
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/s/
Jochen Scholten
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Name:
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Jochen Scholten
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Title:
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Authorized Signatory
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SAP AG
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By:
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/s/
Werner Brandt
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Name:
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Werner Brandt
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Title:
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Chief Financial Officer
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By:
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/s/
Michael Junge
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Name:
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Michael Junge
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Title:
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General Counsel
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3
EXHIBIT INDEX
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EXHIBIT NO.
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DESCRIPTION
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(a)(1)(i)
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U.S. Offer to Purchase dated December 4, 2007.*
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(a)(1)(ii)
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ADS Letter of Transmittal.*
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(a)(1)(iii)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(iv)
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Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees
(ADSs).*
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(a)(1)(v)
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
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(a)(1)(vi)
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Form of Acceptance for Shares.*
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(a)(1)(vii)
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Form of Acceptance for ORNANEs.*
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(a)(1)(viii)
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Form of Acceptance for Warrants.*
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(a)(1)(ix)
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Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees
(Shares and ORNANEs).*
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(a)(5)(i)
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Summary advertisement published December 4, 2007.*
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(a)(5)(ii)
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Press release issued by SAP AG on December 4, 2007.*
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(a)(5)(iii)
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Joint press release issued by SAP France, SAP AG and Business Objects on January 15, 2008.**
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(a)(5)(iv)
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Press release issued by SAP AG dated January 16, 2008.
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(a)(5)(v)
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Joint press release issued by SAP AG and Business Objects S.A. announcing joint product
offerings dated January 16, 2008.
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(a)(5)(vi)
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Joint press release issued by SAP AG and Business Objects S.A. announcing partner support
dated January 16, 2008.
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(b)
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Accession and Restatement Agreement dated as of November 30, 2007, by and among SAP AG,
Deutsche Bank AG, Deutsche Bank Luxembourg S.A. and Deutsche Bank AG, Paris Branch and
Certain Financial Institutions.*
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(d)(1)
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Tender Offer Agreement dated as of October 7, 2007, between SAP AG and Business Objects.*
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(d)(2)
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Assignment and Assumption Agreement dated as of October 22, 2007, between SAP AG and SAP
France.*
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(d)(3)
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Amendment No. 1 to Tender Offer Agreement dated as of December 3, 2007, by and among SAP AG,
SAP France and Business Objects.*
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(d)(4)
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Confidentiality Agreement entered into on September 8, 2007, by and between SAP AG and
Business Objects.*
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(g)
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None.
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4
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EXHIBIT NO.
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DESCRIPTION
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(h)
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None.
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*
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Previously filed on Schedule TO dated December 4, 2007.
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**
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Previously filed on Amendment No. 2 to Schedule TO dated January 15, 2008.
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5
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