SAP Extends Offer to Acquire Sybase, Inc.
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Press release date: July 19, 2010
WALLDORF, Germany, July 19 - SAP AG (NYSE:SAP) today announced that its indirectly wholly-owned subsidiary, Sheffield Acquisition Corp., has extended the expiration of its cash tender offer for all outstanding shares of common stock of Sybase, Inc., at a price of $65.00 per share, to 9:00 p.m., New York City time, on July 26, 2010, unless further extended. The tender offer was previously scheduled to expire at 9:00 p.m., New York City time, on July 16, 2010. The tender offer is being made pursuant to an Offer to Purchase, dated May 26, 2010, as amended, and in connection with the Agreement and Plan of Merger, dated May 12, 2010, by and among SAP America, Inc., Sheffield Acquisition Corp. and Sybase, which SAP and Sybase announced on May 12, 2010.
The tender offer is being extended because certain conditions to the tender offer are not yet satisfied, including approval of the European Commission under European Union merger regulations. SAP provided notice of the transaction to the European Commission on June 16, 2010, which makes July 22, 2010, the date on which the initial 25 working day review period under the European Union merger regulations expires, unless the review period is terminated prior to such expiration by the European Commission. Except for the extension of the tender offer, all other terms and conditions of the tender offer remain unchanged.
American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has indicated that, as of 9:00 p.m., New York City time, on July 16, 2010, 87,871,828 shares of common stock of Sybase were issued and outstanding, and 73,985,502 shares of common stock of Sybase have been tendered into and not properly withdrawn from the tender offer (including 3,106,904 shares of common stock tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase).
SAP is the world's leading provider of business software (*), offering applications and services that enable companies of all sizes and in more than 25 industries to become best-run businesses. With more than 97,000 customers in over 120 countries, the company is listed on several exchanges, including the Frankfurt stock exchange and NYSE, under the symbol "SAP." For more information, visit www.sap.com.
(*) SAP defines business software as comprising enterprise resource planning, business intelligence, and related applications.