Company News • 30.01.2012
SAP Extends Offer to Acquire SuccessFactors, Inc.
SAP AG (NYSE: SAP) announced today that its indirectly wholly-owned subsidiary, Saturn Expansion Corporation, has extended the expiration of its cash tender offer for all outstanding shares of common stock of SuccessFactors, Inc. (NYSE: SFSF) for $40.00 per share, without interest and less any applicable withholding taxes, to 5:00 p.m., New York City time on February 1, 2012. The tender offer is being made pursuant to an Offer to Purchase dated December 16, 2011 and in connection with an Agreement and Plan of Merger dated as of December 3, 2011. SAP and SuccessFactors first announced this transaction on December 3, 2011.
The tender offer is being extended because the parties have not yet received approval of the Committee on Foreign Investment in the United States ("CFIUS") under U.S. national security regulations, which is a condition to the offer. Except for the extension of the tender offer, all other terms and conditions of the tender offer remain unchanged.
Computershare Trust Company, N.A., SuccessFactors’ transfer agent, has indicated that, as of 5:00 p.m., New York City time, on January 25, 2012, 85,407,546 shares of common stock of SuccessFactors were issued and outstanding. American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has indicated that, as of 5:00 p.m., New York City time, on January 25, 2012, 65,315,600 shares of common stock of SuccessFactors (approximately 76.5% of the shares of common stock of SuccessFactors issued and outstanding) have been tendered into and not withdrawn from the tender offer (including 4,001,130 shares of common stock of SuccessFactors tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase).