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A total of 80,929,717 shares of common stock of Sybase had been tendered into and not properly withdrawn from the tender offer (including 9,293,901 shares of common stock tendered pursuant to the guaranteed delivery procedures).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were issued and outstanding, and 73,985,502 shares of common stock of Sybase have been tendered into and not properly withdrawn from the tender offer (including 3,106,904 shares of common stock tendered pursuant to the guaranteed delivery procedures set forth in the offer to purchase).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