SAP Extends Offer to Acquire SuccessFactors, Inc.
SAP AG announced 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. for $40.00 per share, without interest and less any applicable withholding taxes, to 5:00 p.m., New York City time on February 15, 2012. SAP also announced that its subsidiaries, SAP America, Inc. and Saturn Expansion Corporation, have waived the condition that the CFIUS approval be obtained prior to the expiration of the tender offer (the "CFIUS Condition").
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. Except for the extension of the tender offer and the waiver of the CFIUS Condition, 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 February 8, 2012, 85,503,316 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 February 8, 2012, 73,443,933 shares of common stock of SuccessFactors (approximately 85.9% of the shares of common stock of SuccessFactors issued and outstanding) have been tendered into and not withdrawn from the tender offer (including 2,851,200 shares of common stock of SuccessFactors tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase).
ARC Advisory Group