SAP Strengthens Global Retail Industry Leadership With Acquisition
of Retek Retail Companies Will Benefit From the Combined Expertise
and Solution Offerings of SAP and Retek, Bringing New Levels of
Functionality, Services and Integration to the Global Retail
Industry Value Chain WALLDORF, Germany, NEWTOWN SQUARE, Pa. and
MINNEAPOLIS, Feb. 28 /PRNewswire-FirstCall/ -- SAP AG (NYSE:SAP)
and Retek Inc. (NASDAQ:RETK) today announced that SAP's North
American subsidiary, SAP America, Inc., has signed a definitive
merger agreement with Retek, bringing together the world's leading
provider of business software solutions with a leading provider of
software solutions and services to the retail industry. The Retek
board of directors has approved the definitive merger agreement and
has unanimously recommended to Retek stockholders that they accept
the SAP offer. SAP has agreed to make a cash tender offer directly
for all outstanding shares of Retek at $8.50 per share,
representing a 42 percent premium for Retek stockholders based on
the market closing price of Feb. 25, 2005. On a fully diluted
basis, the value of the offer is approximately $496 million. The
aggregate value of the transaction is approximately $394 million
net of Retek's existing cash, cash equivalents and investments. "We
are excited about the opportunity to join the SAP family and the
value that we believe this combination will bring to our customers,
employees and shareholders," said Marty Leestma, president and
chief executive officer, Retek. "SAP provides enormous resources,
extensive application and integration technology experience, and
the global reach and scope to provide an unprecedented opportunity
for the retail industry. By leveraging the best of our combined
assets, we believe this combination will drive significant growth
opportunities around the world. We believe that SAP's offer is a
good deal for Retek stockholders, and our board of directors has
unanimously recommended that it be accepted." Headquartered in
Minneapolis, Retek provides an integrated retail application suite
and best-of-breed solutions to more than 200 customers in more than
20 countries around the world. With 2004 annual revenue of $174.2
million and approximately 525 employees, Retek also has offices in
Atlanta, London and Melbourne. In making the announcement, SAP said
the retail industry is entering a new phase of package software
adoption, as retailers are increasingly considering IT as a
strategic instrument to drive competitive differentiation and
business growth. The combination of Retek's application portfolio,
industry expertise and market presence will allow SAP to respond to
this demand even more successfully and will create a clear
leadership position for SAP to deliver the solutions retail
companies are looking for now and in the future. "The global retail
industry is large and represents a significant growth opportunity
for SAP," said Henning Kagermann, chief executive officer, SAP.
"Retek offers many software solutions to augment its existing
presence and will enable us to offer the most comprehensive
solution in the industry, from the point of sale through the entire
retail supply chain. The acquisition of Retek is in keeping with
SAP's growth strategy to invest in companies and solutions that
expand the SAP portfolio, deliver best-in-class industry solutions,
provide new capabilities and help customers meet ever-changing
market conditions. We welcome the Retek team to SAP." It is
expected that the tender offer will commence within a week, will be
subject to customary closing conditions, including regulatory
approvals, and is expected to close in early April unless extended.
Stockholders of Retek are strongly encouraged to read the Tender
Offer Statement on Schedule TO to be filed by SAP America, Inc. and
its subsidiary when it becomes available because it will contain
important information about the tender offer. Stockholders of Retek
are strongly encouraged to read the Solicitation/Recommendation
Statement on Schedule 14D-9 to be filed by Retek when it becomes
available because it will contain important information about the
tender offer. Investors may obtain the Tender Offer Statement on
Schedule TO, the Solicitation/Recommendation Statement on Schedule
14D-9 and any other documents filed with the SEC for free at the
SEC's Web site, http://www.sec.gov/. Materials filed by SAP America
may be obtained for free at SAP's Web site, http://www.sap.com/.
Materials filed by Retek may be obtained for free at Retek's Web
site, http://www.retek.com/. Credit Suisse First Boston LLC acted
as financial advisor to SAP; Deutsche Bank Securities Inc. acted as
financial advisor to Retek. SAP and Retek senior management will
host a joint conference call for investors and financial analysts
today at 4:00 p.m. (CET) / 3:00 p.m. (GMT) / 10:00 a.m. (Eastern) /
9:00 a.m. (Central) / 7:00 a.m. (Pacific). The dial-in numbers for
the conference call are: +44 (0) 20 7365 1851 or +1 (718) 354 1158.
The conference call will be webcast live at
http://www.sap.com/investor and will be available for replay
purposes as well. About Retek Founded in 1986, Retek Inc. is a
leading worldwide provider of mission-critical software and
services to the retail industry. Retek's goal is to make our
customers the most successful retailers in the world. Retek
solutions integrate collaborative software with patented predictive
technologies, consulting services and the best practices of
customers and partners to help retailers create, manage and fulfill
consumer demand. Retek solutions can be deployed individually to
meet specific business needs, or as part of a scalable and fully
integrated, end-to-end solution. The primary software solutions
consist of six integrated, but independently deployable groups of
products -- Merchandise Operations Management, Store &
Multi-Channel Retailing, Supply Chain Planning & Optimization,
Supply Chain Execution, Merchandise Planning & Optimization,
and Demand Planning. Leading global retailers including Tesco, Best
Buy, Gap Inc., Sainsbury's and Selfridges use Retek solutions.
Visit Retek on the Web at http://www.retek.com/. Retek is a
trademark of Retek Inc. Other names may be trademarks of their
respective owners. About SAP SAP is the world's leading provider of
business software solutions*. Today, more than 26,150 customers in
over 120 countries run more than 88,700 installations of SAP(R)
software-from distinct solutions addressing the needs of small and
midsize businesses to enterprise-scale suite solutions for global
organizations. Powered by the SAP NetWeaver(TM) platform to drive
innovation and enable business change, mySAP(TM) Business Suite
solutions are helping enterprises around the world improve customer
relationships, enhance partner collaboration and create
efficiencies across their supply chains and business operations.
SAP industry solutions support the unique business processes of
more than 25 industry segments, including high tech, retail, public
sector and financial services. With subsidiaries in more than 50
countries, the company is listed on several exchanges, including
the Frankfurt stock exchange and NYSE under the symbol "SAP."
(Additional information at http://www.sap.com/ ) (*) SAP defines
business software solutions as comprising enterprise resource
planning and related software solutions such as supply chain
management, customer relationship management, product life-cycle
management and supplier relationship management. 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 SAP's
future financial results are discussed more fully in SAP's filings
with the U.S. Securities and Exchange Commission ("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, 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. NOTE: 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. Retek is a
trademark of Retek Inc. For customers interested in learning more
about SAP products: Global Customer Center: +49 180 534-34-24
United States Only: 1 (800) 872-1SAP (1-800-872-1727) For more
information from SAP, press only: Herbert Heitmann, +49 (6227)
7-61137, , CET Bill Wohl, +1 (610) 661-3311, , EST Manuela
Schnaubelt, +49 (6227) 7-62999, , CET SAP Press Office, +1 (610)
661-3200, , EST Bryan Nella, Burson-Marsteller, +1 (212) 614-4992,
, EST For more information from SAP, financial community only:
Stefan Gruber, +49 (6227) 7-44872, , CET Joerg Jung, +1 (212)
653-9571, , EST For more information from Retek, press and
financial community only: Al Galgano, +1 (612) 587-2485, , CST
DATASOURCE: SAP AG CONTACT: press only, Herbert Heitmann,
+49-6227-7-61137, or , CET, or Bill Wohl, +1-610-661-3311, or ,
EST, or Manuela Schnaubelt, +49-6227-7-62999, or , CET, or SAP
Press Office, +1-610-661-3200, or , EST, all of SAP AG; or Bryan
Nella of Burson-Marsteller, +1-212-614-4992, or , EST, for SAP AG;
or financial community only, Stefan Gruber, +49-6227-7-44872, or ,
CET, or Joerg Jung, +1-212-653-9571, or , EST, both of SAP AG; or
press and financial community only, Al Galgano of Retek Inc.,
+1-612-587-2485, or , CST Web site: http://www.retek.com/ Web site:
http://www.sap.com/
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