SAP AG today announced that it has published the offer document for the purchase of all shares of SAF Simulation, Analysis and Forecasting AG, Tägerwilen. The acceptance period commences upon today and ends on August 28, 2009 at 6:00pm EDT.
As announced in its press release issued on July 20th, 2009, SAP offers SAF shareholders an amount of EUR 11.50 per share, which represents a 9.5 percent premium to the XETRA closing price (EUR 10.50) for the SAF share on July 17, 2009, and a 33.9 percent premium to the volume-weighted average price of the SAF shares in XETRA over the past three months prior to the announcement of the offer. Dr. Andreas von Beringe and Prof. Dr. Gerhard Arminger, the founders and major shareholders of SAF who hold together approximately 38 percent of the shares, irrevocably committed themselves to accept the SAP offer for all SAF shares held by them, under certain conditions, in particular for a bid price of at least EUR 10.50 per share. The offer is made subject to a minimum acceptance threshold of 50 percent plus one share and the approval of the responsible anti-trust authorities. SAP has already filed the proposed acquisition with the German Federal Cartel Office. SAP will pay the transaction out of its existing cash. Due to the location of the SAF headquarters the offer does not fall within the scope of the German Securities Acquisition and Takeover Act. Nevertheless, SAP has made the decision to follow the provisions of this regulation correspondingly to a large extent, e.g. with regards to the content of the offer or required announcements. SAP has appointed Commerzbank AG, Frankfurt, as the central settlement agent for the transaction.
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