SAP acquires SuccessFactors

SAP and SuccessFactors announced on December 3, 2011, that SAP’s subsidiary, SAP America had entered into a definitive merger agreement with SuccessFactors, the market-leading provider of cloud-based human capital management (HCM) solutions, pursuant to which a subsidiary of SAP offered to acquire all outstanding shares of common stock of SuccessFactors for $40.00/per share in cash, representing an enterprise value of approximately $3.4 billion. The acquisition adds SuccessFactors’ widely respected team and technology to SAP’s powerful cloud assets, significantly accelerating SAP’s momentum as a provider of cloud applications, platforms and infrastructure. The combination of SAP and SuccessFactors establishs an advanced end-to-end offering of cloud and on-premise solutions for managing all relevant business processes.

Following the successful closing of SAP’s cash tender offer for all issued and outstanding shares of SuccessFactors, Inc. (NYSE: SFSF) ("SuccessFactors"), SAP and SuccessFactors announced on February 23, 2012, that SAP has completed the acquisition of SuccessFactors. The acquisition was completed via a short-form merger under Delaware law pursuant to which Saturn Expansion Corporation., an indirectly wholly owned subsidiary of SAP, was merged with and into SuccessFactors, with SuccessFactors surviving the merger as a wholly owned subsidiary of SAP America, Inc., the U.S. operating subsidiary of SAP AG. As a result of the merger, all outstanding shares of SuccessFactors that were not tendered into the previously completed tender offer (other than shares held by SuccessFactors, SAP America or any of their wholly-owned subsidiaries, and shares held by stockholders that properly exercise appraisal rights under Delaware law) were converted into the right to receive $40.00 per share in cash without interest and subject to any required withholding of taxes, the same consideration paid to stockholders in the tender offer.

SuccessFactors has notified the New York Stock Exchange, Deutsche Börse, and the Professional Segment of Euronext Paris of the completion of the acquisition and trading of shares of its common stock were suspended on February 23, 2012 on each exchange pending delisting of such shares.

In early 2014, SAP began the first phase of the legal integration of SuccessFactors with SAP. In the course of this first phase, SAP intends to merge SuccessFactors Germany GmbH into SAP AG as set out in the following publication pursuant to Sec. 62 para. 3 sent. 2 half sent. 1 UmwG.

Hotline for SuccessFactors Shareholders

Georgeson, USA,
Tel. +1 877 507 1756