Retek Reaffirms its Recommendation by Agreeing to SAP's New Offer
of $11.00 per Share WALLDORF, Germany, NEWTOWN SQUARE, Pa. and
MINNEAPOLIS, March 17 /PRNewswire-FirstCall/ -- SAP AG (NYSE:SAP)
and Retek Inc. (NASDAQ:RETK) today jointly announced that SAP's
North American subsidiary, SAP America, Inc., has increased its
tender offer price to $11.00 per share in cash and that the Retek
board of directors unanimously recommends to Retek stockholders
that they accept the revised SAP offer. The revised offer
represents a 29% premium over SAP America's original offer on
February 28, 2005, a premium of 22% over the Oracle proposal
announced on March 8, 2005 and a premium of approximately 5% over
Retek's closing price on March 16, 2005. (Photo:
http://www.newscom.com/cgi-bin/prnh/20050310/SFTH009LOGO-a ) SAP
America and Retek have signed an amendment to the merger agreement,
modifying the offer price from $8.50 to $11.00. In addition, under
the amended merger agreement the termination fee has been increased
from $15 million to $25 million. All other elements of the
transaction remain unchanged. "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," said Marty Leestma,
President and Chief Executive Officer of Retek. 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. "SAP is the undisputed leader in
business applications in the U.S. and globally. The retail industry
is a strategic priority for SAP, and we have many years of
experience in developing and delivering retail solutions," said Leo
Apotheker, President, Global Field Operations and Member of the
Executive Board of SAP AG. "We have more than 2,400 retail
customers including such leading brands as The Body Shop, Limited
Brands and J. Crew. The combination of SAP and Retek will provide
customers worldwide with a deep industry knowledge that they could
not get from any other software combination." Mr. Apotheker
continued, "With SAP, customers have a choice in selecting their
database -- customers are not locked into a single database vendor.
Moreover, with our open integration platform SAP NetWeaver, we can
offer our retail customers a swift and painless path to integration
and with the Business Process Platform a clear and defined roadmap
to the future of business software." SAP will supplement its Offer
to Purchase and amend its tender offer statement on file with the
Securities and Exchange Commission today to reflect these changes.
Similarly, Retek will amend its solicitation/recommendation
statement on Schedule 14D-9 on file with the SEC as soon as
practicable. The tender offer period, as before, will expire at
12:00 noon (EST) on Friday April 1, 2005, unless extended. SAP
stated that this will be its best and final offer for Retek. All
stockholders will receive copies of the amended materials,
including a new Letter of Transmittal. Retek stockholders who have
already tendered their shares pursuant to SAP America's original
offer will receive the benefit of the $11.00 per share cash tender
offer price and need not take any action in order to do so.
STOCKHOLDERS OF RETEK ARE STRONGLY ENCOURAGED TO READ THE TENDER
OFFER STATEMENT ON SCHEDULE TO FILED BY SAP AMERICA, INC. AND
SAPPHIRE EXPANSION CORPORATION BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT THE TENDER OFFER. STOCKHOLDERS OF RETEK ARE
STRONGLY ENCOURAGED TO READ THE SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 FILED BY RETEK BECAUSE IT CONTAINS
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 is acting as
dealer manager for SAP America in the offer. 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 and that
are not made in connection with the tender offer 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 Marty Cohen,
+1-212-653-9619, , EST For more information from Retek, press and
financial community only: Al Galgano, +1-612-587-2485, , CST
http://www.newscom.com/cgi-bin/prnh/20050310/SFTH009LOGO-a
http://photoarchive.ap.org/ DATASOURCE: SAP AG CONTACT: media,
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, all of SAP AG; or SAP Press Office, +1-610-661-3200, or ,
EST; or Bryan Nella of Burson-Marsteller, +1-212-614-4992, or ,
EST, for SAP AG; or investors, Stefan Gruber, +49-6227-7-44872, or
, CET; or Marty Cohen, +1-212-653-9619, or , EST, both of SAP AG;
or Al Galgano of Retek Inc., +1-612-587-2485, or , CST Web site:
http://www.sap.com/
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