WALLDORF, Germany and SAN MATEO, Calif., Feb. 16, 2012 /PRNewswire/ -- SAP AG (NYSE: SAP) and SuccessFactors, Inc. (NYSE: SFSF) today announced the successful completion of SAP AG's cash tender offer, commenced through its indirectly wholly-owned subsidiary Saturn Expansion Corporation, for all issued and outstanding shares of common stock of SuccessFactors, Inc ("SuccessFactors"). The tender offer was 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.
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 15, 2012, 81,673,335 shares of common stock of SuccessFactors (approximately 95.5% of the shares of common stock of SuccessFactors issued and outstanding) have been tendered into and not withdrawn from the tender offer (including 5,411,270 shares of common stock of SuccessFactors tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase). Computershare Trust Company, N.A., SuccessFactors' transfer agent, has indicated that, as of 5:00 p.m., New York City time, on February 15, 2012, 85,541,359 shares of common stock of SuccessFactors were issued and outstanding.
Saturn Expansion Corporation has accepted for payment all shares that were validly tendered and not withdrawn in the Offer. Saturn Expansion Corporation intends to effect a short-form merger under Delaware law as promptly as practicable. As a result of the merger, the remaining SuccessFactors stockholders (other than those who properly exercise appraisal rights under Delaware law) will receive the same $40.00 per share price, without interest and subject to any required withholding of taxes, that was paid in the tender offer. After the merger, SuccessFactors will be a wholly owned subsidiary of SAP America, Inc., and SuccessFactors will seek delisting of its shares from the NYSE, Deutsche Borse, and the Professional Segment of Euronext Paris.About SAP As market leader in enterprise application software, SAP (NYSE: SAP) helps companies of all sizes and industries run better. From back office to boardroom, warehouse to storefront, desktop to mobile device – SAP empowers people and organizations to work together more efficiently and use business insight more effectively to stay ahead of the competition. SAP applications and services enable more than 183,000 customers (includes customers from the acquisition of Sybase) to operate profitably, adapt continuously, and grow sustainably. For more information, visit www.sap.com. About SuccessFactors, an SAP company SuccessFactors, an SAP company, is the leading provider of cloud-based Business Execution Software, and delivers business alignment, team execution, people performance, and learning management solutions to organizations of all sizes across more than 60 industries. With approximately 15 million subscription seats globally, we strive to delight our customers by delivering innovative solutions, content and analytics, process expertise and best practices insights from serving our broad and diverse customer base. Today, we have more than 3,500 customers in more than 168 countries using our application suite in 35 languages.