SAP AG: SAP to Expand Cloud Presence with Acquisition of Ariba

May 22, 2012 | SAP - Ad-hoc Announcements
SAP AG  / Key word(s): Mergers & Acquisitions

22.05.2012 20:48

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

---------------------------------------------------------------------------

WALLDORF, Germany and SUNNYVALE, California - May 22, 2012 -SAP AG (NYSE:
SAP) and Ariba, Inc. (Nasdaq: ARBA) today announced that SAP's subsidiary,
SAP America, Inc., has entered into an agreement to acquire Ariba, the
leading cloud-based business commerce network, for $45.00 per share,
representing an enterprise value of approximately $4.3 billion.  The
acquisition will combine Ariba's successful buyer-seller collaboration
network with SAP's broad customer base and deep business process expertise
to create new models for business-to-business collaboration in the cloud.

The Ariba board of directors has unanimously approved the transaction.  The
per share purchase price represents a 20% premium over the May 21 closing
price and a 19% premium over the one month volume weighted average price
per share.  The transaction will be funded from SAP's free cash and a
EUR2.4 billion term loan facility.  The transaction is expected to close in
the third quarter of calendar year 2012, subject to Ariba stockholder
approval, clearances by relevant regulatory authorities and other customary
closing conditions.  The transaction is expected to be accretive to SAP's
non-IFRS earnings per share in 2013.

With the addition of Ariba, SAP will acquire the leader in cloud-based
collaborative business commerce.  Headquartered in Sunnyvale, California,
Ariba has approximately 2,600 employees.  The company is the leader in
cloud-based collaborative commerce applications and the second-largest
cloud vendor by revenue.  Ariba combines industry-leading technology with a
web-based trading community to help companies discover, connect and
collaborate with a global network of partners - all in a cloud-based
environment.  With $444 million in total revenue, Ariba experienced 38.5
percent annual growth in 2011.  Its business network recorded 62 percent
organic growth in the same period.

Industry experts estimate the cloud-based enterprise network and
procurement segment at a current size of $5 billion in revenue.  The Ariba
network is the largest and most global trading network, connecting and
automating more than $319 billion in commerce transactions, collaborations,
and intelligence among more than 730,000 companies.


---------------------------------------------------------------------------

Information and Explaination of the Issuer to this News:

Financial Analyst and Media Conference Call

SAP and Ariba will host a conference call for financial analysts and media
to discuss the transaction on Tuesday, May 22nd, at 10:00 pm CET / 4:00 pm
Eastern/ 1:00 pm Pacific. The call will be webcast at www.sap.com/investor

Conference ID: 7427781

Participant Dial-in Numbers
US: +1 646 254 3361
UK: +44(0)20 3140 8286
Germany: +49(0)89 1214 00699

Replay Dial-in Numbers
US: +1 347 366 9565
UK:  +44(0)20 3427 0598
Germany:  +49(0)89 2030 3201
Replay Passcode: 7427781

Cautionary Statement Regarding Forward-Looking Statements

Any statements contained in this document that are not historical facts are
forward-looking statements as defined in Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such
as 'anticipate,' 'believe,' 'estimate,' 'expect,' 'forecast,' 'intend,'
'may,' 'plan,' 'project,' 'predict,' 'should' and 'will' and similar
expressions are intended to identify such forward-looking statements.
Forward-looking statements in this press release include the quotes from
executives of both companies and statements concerning the parties' ability
to complete the transaction, the expected closing date of the transaction,
and the expected benefits and synergies of the transaction. All
forward-looking statements are subject to various risks and uncertainties
that could cause actual results to differ materially from expectations.
These potential risks and uncertainties include, among others,
uncertainties as to the timing of the acquisition; the satisfaction of
closing conditions, including the receipt of Ariba stockholder approval and
regulatory approvals; the failure to retain key Ariba employees, contracts
or benefits; the failure to achieve expected synergies and other benefits;
customer and partner uncertainty regarding the anticipated benefits of the
transaction; whether certain industry segments will grow as anticipated;
the competitive environment among participants in cloud technologies; and
other risks detailed in SAP's and Ariba's filings with the U.S. Securities
and Exchange Commission ('SEC'), including SAP's most recent Annual Report
on Form 20-F and Ariba's most recent Annual Report on Form 10-K and
quarterly report on Form 10-Q filed with the SEC. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak
only as of their dates. SAP undertakes no obligation to publicly update or
revise any forward-looking statements.
 
Additional Information about the Merger and Where to Find It

In connection with the proposed merger, Ariba will file a proxy statement
with the Securities and Exchange Commission (the 'SEC').   The definitive
proxy statement will be sent or given to the stockholders of Ariba and will
contain important information about the proposed merger and related
matters.  Ariba's stockholders are urged to read the definitive proxy
statement carefully when it becomes available before making any voting or
investment decision with respect to the proposed merger because they will
contain important information about the merger and the parties to the
merger.  Additionally, Ariba and SAP will file other relevant materials in
connection with the proposed acquisition of Ariba by SAP pursuant to the
terms of an Agreement and Plan of Merger by and among, SAP America, Angel
Expansion Corporation, a wholly owned subsidiary of SAP America, and Ariba.
SAP, Ariba and their respective directors, executive officers and other
members of their management and employees, under SEC rules, may be deemed
to be participants in the solicitation of proxies of Ariba stockholders in
connection with the proposed merger. Investors and security holders may
obtain more detailed information regarding the names, affiliations and
interests of certain of SAP's executive officers and directors in the
solicitation by reading SAP's most recent Annual Report on Form 20-F, and
the proxy statement and other relevant materials filed with the SEC when
they become available. Information concerning the interests of Ariba's
participants in the solicitation, which may, in some cases, be different
than those of Ariba's stockholders generally, will be set forth in the
proxy statement relating to the merger when it becomes available.

The materials to be filed by SAP and Ariba with the SEC may be obtained
free of charge at the SEC's web site at www.sec.gov.  In addition, security
holders will be able to obtain free copies of the proxy statement from
Ariba by contacting  Ariba Investor Relations by email at
investorinfo@ariba.com or by telephone at +1 (678) 336-2980.

For more information, press only:
Christoph Liedtke, SAP, +49 (6227) 7-50383, christoph.liedtke@sap.com, CET
Jim Dever, SAP, +1 (610) 661-2161, james.dever@sap.com, EDT
SAP Press Office, +49 (6227) 7-46315, CET; +1 (610) 661-3200, EDT,
press@sap.com
Karen Master, Ariba, +1 (412) 297-8177, kmaster@ariba.com, EDT

For more information, financial community only:
Stefan Gruber, SAP, +49 (6227) 7-44872, investor@sap.com, CET
John Duncan, Ariba, +1 (678) 336-2980, jduncan@ariba.com, EDT

22.05.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

---------------------------------------------------------------------------
 
Language:     English
Company:      SAP AG
              Dietmar-Hopp-Allee 16
              69190 Walldorf
              Germany
Phone:        +49 (0)6227 - 74 74 74
Fax:          +49 (0)6227 - 75 75 75
E-mail:       investor@sap.com
Internet:     www.sap.com
ISIN:         DE0007164600
WKN:          716460
Indices:      DAX
Listed:       Regulierter Markt in Berlin, Frankfurt (Prime Standard),
              Stuttgart; Freiverkehr in Düsseldorf, Hamburg, Hannover,
              München; Terminbörse EUREX; NYSE
 
End of Announcement                             DGAP News-Service
 
---------------------------------------------------------------------------