This Day On The Street
Continue to site
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

Sybase, Inc. Announces Repurchase Right, Fundamental Change And Non-Stock Fundamental Change Relating To Its 3.50% Convertible Senior Notes Due 2029

Sybase, Inc. (NYSE:SY), an industry leader in enterprise and mobile software, today announced that, in connection with the closing of the acquisition of Sybase by Sheffield Acquisition Corp., a wholly owned subsidiary of SAP America, Inc., pursuant to a “first-step” cash tender offer for all outstanding Sybase common shares at $65.00 per share, and the anticipated closing of the “second-step” cash merger of Sheffield Acquisition Corp. with and into Sybase at the same price per share, with Sybase being the surviving entity, Sybase is delivering notice to the holders of its 3.50% Convertible Senior Notes Due 2029 that they may elect to convert their notes in whole or in part (in principal amount of $1,000 and integral multiples thereof) pursuant to the Fundamental Change and Non-Stock Fundamental Change (in each case, as defined in the indenture under which the notes were issued) that occurred with regard to the transactions.

Noteholders may elect to convert their notes in connection with the Non-Stock Fundamental Change at any time from July 26, 2010 up to the close of business on August 17, 2010 (the “Make-Whole Convertibility Period”) at an increased conversion rate of 22.9939 shares per $1,000 principal amount of notes. The indenture provides that this payment upon conversion shall be payable by Sybase in cash in an amount equal to the conversion rate multiplied by the merger consideration per share.

In order to receive the increased conversion rate as set forth above, noteholders must surrender their notes for conversion during the Make-Whole Convertibility Period. If a noteholder fails to convert its notes during the Make-Whole Convertibility Period, Sybase anticipates that the noteholder will be entitled to convert its notes up until the business day immediately preceding the maturity date of the notes in accordance with the terms of the indenture. However, such noteholder will not be entitled to any increase in the conversion rate due to the Non-Stock Fundamental Change subject of this notice, and the notes will be convertible at a rate of 20.8836 shares per $1,000 principal amount of notes.

1 of 3

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Real Money

More than 30 investing pros with skin in the game give you actionable insight and investment ideas.

Product Features:
  • Access to Jim Cramer's daily blog
  • Intraday commentary and news
  • Real-time trading forums
Only $49.95
14-Days Free
14-Days Free
AAPL $118.03 -0.71%
FB $105.41 -0.31%
GOOG $748.15 -0.02%
TSLA $229.64 5.22%
YHOO $33.16 0.61%


Chart of I:DJI
DOW 17,813.39 +1.20 0.01%
S&P 500 2,088.87 -0.27 -0.01%
NASDAQ 5,116.1430 +13.3350 0.26%

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs