SAP to Acquire Business Objects in Friendly Takeover; Combined Companies to Accelerate Leadership for Business User Applications 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 www.sec.gov, in both cases without charge. Materials filed
 by SAP may be obtained for free at SAP's web site, www.sap.com. Materials
 filed by Business Objects may be obtained for free at Business Objects' web
 site, 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
 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=7CFDD62292014C7
 EA5 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
 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 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 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, herbert.heitmann@sap.com, CET
     Christoph Liedtke, SAP, +49 6227 7-50383, christoph.liedtke@sap.com, CET
     Frank Hartmann, SAP, +49 (6227) 7-42548, f.hartmann@sap.com, CET
     Marge Breya, Business Objects, +1 408 953-6092,
 marge.breya@businessobjects.com, PST
     Philippe Laguerre, Business Objects, +1 33 (1) 41 25 38 15,
 plaguerre@businessobjects.com, EST
     For more information, financial analysts only:
     Stefan Gruber, SAP, +49 (6227) 7-44872, investor@sap.com, CET
     Martin Cohen, SAP, +1 (212) 653-9619, investor@sap.com, EST
     Edouard Lasalle, Business Objects, +33 (1) 41 25 24 33,
 edouard.lassalle@businessobjects.com, CET
     Nina Camara, Business Objects, +1 (408) 953-6138,
 nina.camara@businessobjects.com, PST
     Note to Editors
     Broadcast-standard video content about SAP is available at
 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.
 
 

SOURCE SAP AG

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