SAP and Business Objects to offer the industry's most comprehensive
portfolio of business performance and optimization solutions for
Business Users for companies of all sizes WALLDORF, Germany and
PARIS, Oct. 7 /PRNewswire-FirstCall/ -- SAP AG (NYSE:SAP) and
Business Objects S.A. (NASDAQ:BOBJ) (Euronext Paris ISIN code:
FR0004026250 - BOB) today announced that the companies have reached
an agreement that will bring together two of the information
technology industry's leaders, resulting in an unmatched offering
for Business Users, enabling timely and accurate decision-making.
Under the terms and conditions of the tender offer agreement, SAP
will make a cash offer of euro 42.00 per ordinary share and for
American Depositary Shares (ADS) at the US$ equivalent based on the
EUR/US$ exchange rate as of the settlement of the tender offers.
The transaction volume taking into account the transaction costs
will be slightly above euro 4.8 billion. The Business Objects board
of directors has approved the tender offer agreement between the
two companies and anticipates recommending the offer to its
shareholders subject to fulfillment of certain regulatory
requirements. Together, SAP and Business Objects intend to offer
high-value solutions for process- and business-oriented
professionals. The solutions will be designed to enable companies
to strengthen decision processes, increase customer value and
create sustainable competitive advantage through real-time,
multi-dimensional business intelligence. SAP and Business Objects
believe that customers will gain significant business benefits
through the combination of new, innovative offerings of
enterprise-wide business intelligence solutions along with embedded
analytics in transactional applications. Additionally, the joint
partner ecosystems will be fueled by the industry's most powerful
business process platform providing customers with the best
enterprise information management platform available for SAP and
non-SAP environments. SAP is the world's leading provider of
business software with more than 41,200 customers in more than 120
countries running SAP applications-from distinct solutions
addressing the needs of small and midsize enterprises to suite
offerings for global organizations. A key component of SAP's growth
strategy is to significantly increase its revenues from new
products including addressing the growing demands of Business
Users. "We are highly committed to the next generation of
applications serving Business Users," said Henning Kagermann, CEO
of SAP AG. "The combination of SAP and Business Objects in their
respective domains will benefit customers, prospects, partners,
employees and shareholders. At SAP, we are excited about the
prospect of having Business Objects join the SAP Group." "The
acquisition of Business Objects is in keeping with SAP's stated
strategy to double our addressable market by 2010 as announced in
2005," said Kagermann. "SAP will accelerate its growth in the
Business User segment, while complementing the company's successful
organic growth strategy. With the delivery of the first business
process platform; the rapid adoption of our enterprise SOA
platform, SAP NetWeaver; and the successful launch of the first
complete on-demand business solution for midsized companies, SAP
Business ByDesign, SAP can now take the opportunity to focus on the
industry's next high-growth opportunity, by accelerating and
enhancing our efforts for the Business User category," Kagermann,
said. Headquartered in Paris, France Business Objects is widely
recognized as the pioneer of the business intelligence (BI)
software category. Today, Business Objects is the world's leading
BI software company with solutions spanning the information
discovery and delivery, information management, analysis and
performance management categories for more than 44,000 customers
around the globe. "Business Objects helps companies transform the
way they work through the use of intelligent information," said
Bernard Liautaud, Chairman and Founder of Business Objects. "The
combination of Business Objects and SAP means that we can truly
amplify the reach of Business Intelligence -- from the C-suite to
Main Street. John Schwarz and I are excited to see the innovation
and hard work of our employees and partners validated and soon
extended by the portfolio, domain expertise and presence of SAP."
Transaction expected to be accretive to SAP's earnings per share on
a U.S. GAAP basis in 2009 and beyond SAP and Business Objects plan
to exploit additional revenue opportunities and leverage potential
synergies. Additional details regarding specific product,
go-to-market and other executional details will be provided after
the transaction is complete. Neither company intends to undertake
significant restructuring as a result of the transaction. The
closing of the transaction is expected within the first quarter of
2008. On that basis SAP expects the transaction to be accretive to
SAP's earnings per share on a U.S. GAAP basis in 2009 and beyond;
however, due to acquisition-related one-time effects in 2008 SAP
expects the transaction to be dilutive by mid single digits euro
cents to SAP's 2008 earnings per share on a U.S. GAAP basis.
Business Objects to Operate Stand-Alone; Companies to Share
Executives, Resources The two companies announced that Business
Objects will operate as a stand- alone business as part of the SAP
Group. Business Objects customers will continue to benefit from
open, broad and integrated business intelligence solutions --
independent of databases and applications - while also gaining the
advantage of application alignment for business analytics. Business
Objects will significantly enhance its Business Intelligence
portfolio scope and capacity with SAP people, know-how and
networks. SAP said that the expertise and solutions from Business
Objects would be complimentary to offerings SAP already provides
for Business Users -- including, for example, category leadership
in Governance, Risk and Compliance; business intelligence in the
SAP platform; as well as corporate performance management
capabilities - including those recently added through tuck-in
acquisitions from OutlookSoft and Pilot Software. When the
transaction is complete, John Schwarz will continue as the CEO of
the Business Objects entity and is expected to become a member of
the SAP Executive Board. Doug Merritt, Corporate Officer, Business
User, SAP, will then join the Business Objects entity and report to
John Schwarz. Subject to the closing, SAP's Supervisory Board
intends to propose to elect Business Object founder Bernard
Liautaud to the SAP Supervisory board at the company's next
shareholders meeting. Until that time, Liautaud will have an
advisory role to Henning Kagermann on aspects of strategy and
integration. Tender Offer Details and Disclosure Information The
transaction is to take the form of a tender offer under French law
and a parallel tender offer under US law for all Business Objects
shares and all American Depositary Shares representing Business
Objects ordinary shares (the "ADS"), as well as all convertible
bonds issued by Business Objects (the "Convertible Bonds") and all
warrants issued by Business Objects (the "Warrants"). The price to
be offered per convertible bond will be euro 50.65. Under the terms
and conditions of the tender offer agreement, SAP will make a cash
offer of euro 42.00 per ordinary share and for American Depositary
Shares (ADS) at the US$ equivalent based on the EUR/US$ exchange
rate as of the settlement of the tender offers. The offers will
only be opened for acceptances once the French stock exchange
authority, the Autorite des marches financiers (AMF), and the
French Finance Ministry have granted their respective clearances.
The offers will be subject to the following conditions: (i)
Business Objects securities tendered in the offers represent at
least 50.01 % of all voting rights on a fully diluted basis and
(ii) receipt of EU and US antitrust approvals. The complete offer
documents in accordance with French and US law will be submitted,
together with further details of the offer, to the French financial
services authority, Autorite des marches financiers (AMF), and the
US Securities and Exchange Commission (SEC). Goldman Sachs acts as
financial advisor to Business Objects; Deutsche Bank Securities
Inc. acts as financial advisor to SAP. Additional Information The
tender offer for the outstanding ordinary shares, the Convertible
Bonds and the warrants of Business Objects has not yet commenced.
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any Business
Objects securities. The solicitation and the offer to buy ordinary
shares of Business Objects, the Convertible Bonds and the warrants
will be made only pursuant to an offer to purchase and related
materials that SAP and its subsidiary intend to file with the SEC
on Schedule TO. Business Objects also intends to file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer. Business Objects stockholders and
other investors should read the Tender Offer Statement on Schedule
TO, the Schedule 14D-9 as well as the Note d'Information and the
Note en Reponse to be filed by SAP carefully because these
documents will contain important information, including the terms
and conditions of the tender offer. Business Objects stockholders
and other investors will be able to obtain copies of these tender
offer materials and any other documents filed with the AMF from the
AMF's website (amf-france.org) or with the SEC at the SEC's website
at http://www.sec.gov/, in both cases without charge. Materials
filed by SAP may be obtained for free at SAP's web site,
http://www.sap.com/. Materials filed by Business Objects may be
obtained for free at Business Objects' web site,
http://www.businessobjects.com/. Stockholders and other investors
are urged to read carefully all tender offer materials prior to
making any decisions with respect to the tender offer. Press
Conferences in Frankfurt and Paris SAP and Business Objects senior
management will host parallel joint press conferences in two
locations to discuss the transaction: in Frankfurt on Monday,
October 8th at 3pm CET, 9am EST, and 6am PST (location:
Japan-Center, Conference Center, 1st floor, Taunustor 2, 60311
Frankfurt am Main, Germany, http://www.taunustor.de/); dial in
number: +1 480 629-9564 (US), +44 207 190 1596 (UK), +49 695 8999
0701 (Germany). Replay number: +1 303 590-3030 (US), +44 207 154
2833 (UK); Replay passcode: 3792655. The Frankfurt press conference
will be webcast at http://www.sap.com/press, in Paris on Monday,
October 8th at 3pm CET, 9am EST, and 6am PST (location: Hotel de
Meurice, Paris); dial in number: +1 334 323 6201 (US), +44 207 162
0025 (UK), +33 17099 3208 (France). The Paris press conference will
be webcast at
http://wcc.webeventservices.com/view/wl/r.htm?e=95765&s=1&k=7CFDD62292014C7EA5
B7220DD5D79C66&cb=genesys Investor and Financial Analyst
Conference Call The press conferences will be followed by a joint
investor and financial analyst conference call at 4 pm CET, 10 am
EST and 7 am PST (Dial in number: +1 480 293-1744 (US), +44 207 190
1232 (UK), +49 695 8999 0706 (Germany)). Replay number: +1 303
590-3030 (US), +44 207 154 2833 (UK), Replay passcode: 3792656. The
financial analyst conference call will be webcast at
http://www.sap.com/investor About SAP SAP is the world's leading
provider of business software*. More than 41,200 customers in more
than 120 countries run SAP(R) applications-from distinct solutions
addressing the needs of small and midsize enterprises to suite
offerings for global organizations. Powered by the SAP NetWeaver(R)
platform to drive innovation and enable business change, SAP
software helps enterprises of all sizes around the world improve
customer relationships, enhance partner collaboration and create
efficiencies across their supply chains and business operations.
SAP solution portfolios support the unique business processes of
more than 25 industries, including high tech, retail, financial
services, healthcare and the public sector. 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/) About
Business Objects Business Objects has been a pioneer in business
intelligence (BI) since the dawn of the category. Today, as the
world's leading BI software company, Business Objects transforms
the way the world works through intelligent information. The
company helps illuminate understanding and decision-making at more
than 44,000 organizations around the globe. Through a combination
of innovative technology, global consulting and education services,
and the industry's strongest and most diverse partner network,
Business Objects enables companies of all sizes to make
transformative business decisions based on intelligent, accurate,
and timely information. Business Objects has dual headquarters in
San Jose, Calif., and Paris, France. The company's stock is traded
on both the Nasdaq (BOBJ) and Euronext Paris (ISIN: FR0004026250 -
BOB) stock exchanges. More information about Business Objects can
be found at http://www.businessobjects.com/. 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 recommendation by the Business Objects
Board of the transaction to shareholders, the anticipated benefits
and synergies of the proposed transaction, anticipated future
combined operations, products and services, and the anticipated
role of Business Objects, 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 (including SAP's ability to
tender successfully for at least 50.01% of all voting rights on a
fully diluted basis), the impact on minority shareholders who do
not tender into the offer, the failure to retain key Business
Objects employees, customer and partner uncertainty regarding the
anticipated benefits of the transaction, the failure of SAP and
Business Objects to achieve the anticipated synergies of the
proposed transaction and other risks detailed in Business Objects'
SEC filings, including those discussed in Business Objects'
quarterly report on Form 10-Q for the quarter ended June 30, 2007,
which is on file with the SEC and available at the SEC's website at
http://www.sec.gov/. Business Objects 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 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. 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.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. For
more information, press only: Herbert Heitmann, SAP, +49 (6227)
7-61137, , CET Christoph Liedtke, SAP, +49 6227 7-50383, , CET
Frank Hartmann, SAP, +49 (6227) 7-42548, , CET Marge Breya,
Business Objects, +1 408 953-6092, , PST Philippe Laguerre,
Business Objects, +1 33 (1) 41 25 38 15, , EST For more
information, financial analysts only: Stefan Gruber, SAP, +49
(6227) 7-44872, , CET Martin Cohen, SAP, +1 (212) 653-9619, , EST
Edouard Lasalle, Business Objects, +33 (1) 41 25 24 33, , CET Nina
Camara, Business Objects, +1 (408) 953-6138, , PST Note to Editors
Broadcast-standard video content about SAP is available at
http://www.thenewsmarket.com/sap. Registration on the site and
video is free to the media. (*) SAP defines business software as
comprising enterprise resource planning and related applications
such as supply chain management, customer relationship management,
product life-cycle management and supplier relationship management.
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. DATASOURCE: SAP AG CONTACT: Herbert Heitmann,
+49-6227-7-61137, , CET, or Christoph Liedtke, +49-6227-7-50383, ,
CET, or Frank Hartmann, +49-6227-7-42548, , CET, all of SAP; or
Marge Breya, +1-408-953-6092, , PST, or Philippe Laguerre,
+1-33-(1)-41-25-38-15, , EST, both of Business Objects; or
financial analysts only, Stefan Gruber, +49-6227-7-44872, , CET, or
Martin Cohen, +1-212-653-9619, , EST, both for SAP; or Edouard
Lasalle, +33-(1)-41-25-24-33, , CET, or Nina Camara,
+1-408-953-6138, , PST, both of Business Objects Web site:
http://www.sap.com/ http://www.businessobjects.com/
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