Jul 30, 2010 (Datamonitor Financial Deals Tracker via COMTEX) —
SAP AG, a Germany-based provider of enterprise software solutions, has acquired all outstanding shares of common stock in Sybase, Inc.

Sybase is a US-based provider of database management software systems and mobile software to manage, analyze and mobilize information.

Update on July 26, 2010:

SAP, through its wholly-owned subsidiary Sheffield Acquisition Corp., has completed its cash tender offer to acquire all outstanding shares of common stock in Sybase.

A total of 80,929,717 shares of common stock of Sybase had been tendered into and not properly withdrawn from the tender offer (including 9,293,901 shares of common stock tendered pursuant to the guaranteed delivery procedures). These shares represent approximately 92.1% percent of Sybase’s outstanding shares of common stock.

SAP intends to effect a short-form merger under Delaware law as promptly as practicable, without the need for a meeting of Sybase stockholders. As a result of the merger, the remaining Sybase stockholders (other than those who properly exercise appraisal rights under Delaware law) will receive the same $65 per share price, without interest and subject to any required withholding of taxes, that was paid in the tender offer. After the merger, Sybase will be a wholly owned subsidiary of SAP America, and Sybase shares will cease to be traded on the NYSE.

Update on July 20, 2010:

SAP has received clearance from the European Commission to acquire all outstanding shares of common stock in Sybase.

Update on July 19, 2010:

SAP, through its indirect wholly-owned subsidiary Sheffield Acquisition, has extended its cash tender offer period to acquire all outstanding shares of common stock in Sybase until July 26, 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.

As on July 16, 2010, a total of 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were issued and outstanding, and 73,985,502 shares of common stock of Sybase have been tendered into and not properly withdrawn from the tender offer (including 3,106,904 shares of common stock tendered pursuant to the guaranteed delivery procedures set forth in the offer to purchase).

Update on July 1, 2010:

SAP, through its indirect wholly-owned subsidiary Sheffield Acquisition, has extended its cash tender offer period to acquire all outstanding shares of common stock in Sybase until July 16, 2010.

A total of 87,780,002 shares of common stock of Sybase were issued and outstanding, and 72,515,333 shares of common stock of Sybase have been tendered into and not properly withdrawn from the tender offer (including 5,299,761 shares of common stock tendered pursuant to the guaranteed delivery procedures set forth in the offer to purchase).

Update on June 17, 2010:

SAP has announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act), on June 16, 2010, with respect to SAP’s previously announced proposed acquisition of Sybase.

Update on May 26, 2010:

SAP, through its indirectly wholly-owned subsidiary Sheffield Acquisition, has commenced its cash tender offer to acquire all outstanding shares of common stock of Sybase.

The tender offer is scheduled to expire on July 1, 2010, unless the tender offer is extended. There is no financing condition to the tender offer.

Announcement (May 12, 2010):

SAP has signed a definitive merger agreement to acquire Sybase for an enterprise value of approximately $5,800 million.

Under the terms of the merger agreement, SAP America, Inc., a wholly-owned subsidiary of SAP, will make an all cash tender offer for all of the outstanding shares of Sybase common stock at $65 per share.

The offer price represents a premium of 44% over the three-month average stock price of Sybase and a premium of approximately 56.36% over the closing price of Sybase’ common stock of $41.57 on May 11, 2010.

SAP will finance the transaction from its cash on hand and a EUR2,750 million loan facility arranged and underwritten by Barclays Capital, Inc. and Deutsche Bank.

Sybase will operate as a standalone unit under the name Sybase, an SAP Company. The Board of Directors of Sybase has unanimously approved the transaction.

The transaction is expected to close during the third quarter of 2010.

Lazard Group, Barclays plc, Deutsche Bank AG Allen & Overy LLP, Jones Day CNC – Communications & Network Consulting AG are acting as financial, legal and PR advisors to SAP. Bank of America Corporation is acting as financial advisor, while Shearman & Sterling, LLP is acting as legal advisor and to Sybase.

Deal Value (US$ Million) 5800

Deal Type Acquisition

Sub-Category 100% Acquisition

Deal Status Completed: 2010-07-30

Deal Participants

Target (Company) Sybase, Inc.

Acquirer (Company) SAP AG

Deal Rationale

The transaction will benefit both SAP and Sybase from synergies across product lines and markets and also expand opportunities for SAP and Sybase ecosystems. The acquisition will accelerate the reach of SAP’s solutions across mobile platforms and drive forward the realization of its in-memory computing vision. The transaction will expand SAP’s addressable market by making available its solutions to mobile users, combining its business software with Sybase’s mobile infrastructure platform. For Sybase, SAP in-memory technology will provide the opportunity for performance improvements to its analytic processing capabilities. Sybase will also be able to bring its event processing and analytics expertise, which was built in the financial sector, to customers in other industries, markets and product areas in which SAP has a complementary presence. Sybase’s core database business is expected to be enhanced by SAP’s in-memory technology to deliver integrated transactional and analytical capabilities. Through the acquisition, SAP will also gain access to the financial services and public sector markets and enter into the Chinese market, where Sybase has a significant presence.

Bid Premium ($ per share) 56.36
From:www.tradingmarkets.com

According to the Academic Ranking of World Universities (2006), the LMU is the highest ranked German university (51st), and according to the German FOCUS ranking, the LMU is the second highest ranked German university (behind the Technical University of Munich).

Ludwig-Maximilians-University of Munich
Ludwig-Maximilians-Universität München
Latin: Ludovico Maximilianes
Established: 1472
Type: Public
Rector: Prof. Dr. Bernd Huber
Staff: 12.629; 657 Professors (as of winter 2008/2009)
Students: 44,064 (as of winter 2008/2009)
Location: Munich, Germany
Colours: Green and White
Affiliations: German Excellence Universities
LERU
Website: www.lmu.de

The university was founded on December 2, 1409 by Frederick I, Elector of Saxony and his brother William II, Margrave of Meissen, and originally comprised four faculties. Since its inception the university has enjoyed almost 600 years of uninterrupted teaching and research.

University of Leipzig
Universität Leipzig
Latin: Alma mater Lipsiensis
Established: December 2, 1409
Type: Public
Rector: Franz Häuser
Staff: 3,196 (2005)
Students: 29,668 (winter 2006/2007)
Location: Leipzig, Saxony, Germany
Campus: urban
Website: www.uni-leipzig.de

The university was founded in 1457 by the Hapsburg dynasty as the second university in Austrian-Habsburg territory after the University of Vienna. Today, Freiburg is the fifth-oldest university in Germany, with a long tradition of teaching the humanities, social sciences and natural sciences. The university is made up of 11 faculties and attracts students from across Germany as well as from over one hundred and twenty other countries.

The University of Freiburg is considered one of Europe’s most prestigious universities and is amongst its top research and teaching institutions. With its long-standing reputation of excellence, the university looks both to the past, to maintain its academic and cultural heritage, and to the future, developing new methods and opportunities to meet the needs of a changing world. The University of Freiburg has been home to some of the greatest minds of the Western tradition, including such eminent figures as Johann Eck, Max Weber, Rudolf Carnap, Edmund Husserl, Friedrich Meinecke, Martin Heidegger, Hannah Arendt, Hans-Georg Gadamer and Friedrich Hayek. In addition, 19 Nobel laureates are affiliated with the University of Freiburg and 13 academics have been honored with the highest German research prize, the Gottfried Wilhelm Leibniz Prize, while working at the University of Freiburg.

As of 2007, the university has been designated an elite German “University of Excellence”.

University of Freiburg
Albert-Ludwigs-Universität Freiburg
Latin: Alma Mater Alberto-Ludoviciana
Motto: Die Wahrheit wird euch frei machen (“The truth will make you free”)
Established: 1457
Type: Public university
Rector: Prof. Dr. Hans-Jochen Schiewer
Students: 21,022
Location: Freiburg im Breisgau, Baden-Württemberg, Germany
Colors: Blue and White
Affiliations: German Excellence Universities, EUA, LERU, IFPU
Website: www.uni-freiburg.de

TUM is among the highest acclaimed universities in Germany, producing several Nobel Laureates including Gerhard Ertl who in 2007 received the Nobel Prize in Chemistry.

The TUM, like many German universities, is a “no campus” university. However, with further expansion plans for the Garching site, more and more departments are to be placed into new buildings in Garching. The Garching campus, unlike the downtown area, is set up more like a traditional “quadrangle” style campus with a large grouping of buildings. At the moment, university buildings are spread over four main and several minor locations:

Main campus in downtown Munich
Garching (Mathematics, Computer Science, Physics, Chemistry, Mechanical Engineering, …), complete with an on-campus General Electric Company facility
Weihenstephan (Center for Life and Food Science)
Hospital “Klinikum Rechts der Isar” (Medicine), Munich

Technische Universität München (TUM)
Technische Universität München
Established: 1868
Type: Public
President: Wolfgang A. Herrmann
Staff: 7,356 (395 Professors; 4,160 Academic)
Students: 21,608[1]
Location: Munich, Germany
Affiliations: German Universities Excellence Initiative
Website: www.tum.de

Quality
Since its inception, Mercedes-Benz had a reputation for quality and durability. Objective measures looking at passenger vehicles such as J.D. Power surveys demonstrated a downturn in reputation in this area in the late 1990s and early 2000s. By mid-2005, Mercedes temporarily returned to the industry average for initial quality, a measure of problems after the first 90 days of ownership, according to J.D. Power. In J.D. Power’s Initial Quality Study for the first quarter of 2007, Mercedes showed dramatic improvement by climbing from 25th to 5th place, surpassing quality leader Toyota and earning several awards for its models. For 2008, Mercedes-Benz’s initial quality rating improved by yet another mark, now in fourth place. On top of this accolade, it also received the Platinum Plant Quality Award for its Mercedes’ Sindelfingen, Germany assembly plant. As of 2009, Consumer Reports of the United States has changed their reliability ratings for several Mercedes-Benz vehicles to “average,” and recommending the E-Class and the S-Class.

Mercedes-Benz
Type:Division of Daimler AG
Founded:1881
Founder(s):Gottlieb Daimler, Karl Benz
Headquarters:Stuttgart, Germany
Key people:Dieter Zetsche, CEO
Industry:Automotive industry
Products:Automobiles Trucks Buses Engines
Parent:Daimler AG
Website: www.Mercedes-Benz.com