Business Services Industry

SAP France's Cash Offers for Business Objects Securities Are Successful

Business Wire, Jan 15, 2008

- SAP France to Hold 87.18% of the Share Capital of Business Objects -

- Subsequent Offering Period until January 29, 2008 -

WALLDORF, Germany & PARIS -- SAP France S.A. ("SAP France"), SAP AG (NYSE:SAP) ("SAP") and Business Objects S.A. (Nasdaq:BOBJ)(Euronext Paris ISIN code: FR0004026250 - BOB) ("Business Objects") announced today that SAP France's all-cash tender offers for Business Objects securities were successful. As a result of the offer in France, which closed on January 10, 2008, and the offer in the United States, which closed today, SAP France will hold 87.18% of the share capital and total voting rights of Business Objects, or 82.08% on a fully diluted basis taking into account all outstanding ORNANEs (as defined below), warrants and stock options. This result satisfies the offers' minimum tender condition of 50.01% of the total voting rights of Business Objects on a fully diluted basis.

In a press release issued today under the number 208c0093, the Autorite des marches financiers ("AMF") indicated that the securities tendered in the offers consist of:

* 87,640,403 Business Objects shares (including shares represented by ADSs), representing 87.18% of the 100,529,222 shares outstanding;

* 10,650,146 Business Objects bonds convertible or exchangeable into new or existing ordinary shares ("ORNANEs"), representing 99.76% of the 10,676,156 ORNANEs outstanding;

* 45,000 Business Objects 2003 warrants, representing 100% of the 2003 warrants outstanding;

* 195,000 Business Objects 2004 warrants, representing 100% of the 2004 warrants outstanding;

* 90,000 Business Objects 2005 warrants, representing 100% of the 2005 warrants outstanding;

* 45,000 Business Objects 2006 warrants, representing 100% of the 2006 warrants outstanding; and

* 210,000 Business Objects 2007 warrants, representing 100% of the 2007 warrants outstanding.

SAP Press Briefing at 8:00 p.m. CET (11:00 a.m. PST) on January 16, 2008

SAP will hold a press briefing at 8:00 p.m. CET (11:00 a.m. PST) on January 16, 2008 at SAP Palo Alto Labs with SAP CEO Henning Kagermann, SAP Deputy-CEO Leo Apotheker and Business Objects CEO John Schwarz to explain the integration of Business Objects, the new joint mission and business strategy as well as the go-to-market strategy of SAP/Business Objects.

The press briefing will be broadcast at www.sap.com/press. Questions may be submitted to press@sap.com. The toll-free dial-in number for callers in the United States is 1 (800) 762-4758, and the dial-in number for international callers is 1 (480) 629-9035. A replay of the press briefing will be available until January 30, 2008. The toll-free replay number for callers in the United States is 1 (800) 475-6701, and the replay number for international callers is 1 (320) 365-3844, replay passcode 907018.

Subsequent offering period open until January 29, 2008

In order to enable Business Objects security holders who have not yet tendered their securities to benefit from the offers, the offers will be reopened for a subsequent offering period until January 29, 2008, as announced by the AMF today in the press release published under number 208c0094.

The subsequent offering period in connection with SAP France's U.S. offer to ADS holders and U.S. holders of Business Objects ordinary shares and ORNANEs (all Business Objects warrants have been previously tendered during the first offering period) is on the same terms as those of the initial U.S. offer. All securities tendered during the subsequent offering period, which commences at 9:00 a.m. EST on January 16, 2008 and expires at 5:00 p.m. EST on January 29, 2008, will be paid at:

* the U.S. dollar equivalent of EU42.00 net per ADS (as determined using the euro foreign exchange reference rate published by the European Central Bank on or about 2:15 p.m. CET on the business day following each tender of ADSs);

* EU42.00 net per ordinary share; and

* EU50.65 net per ORNANE.

To tender into the subsequent offering period, ADS holders and U.S. holders of ordinary shares or ORNANEs should use the appropriate letter of transmittal or form of acceptance that was previously provided. Additional copies of the letter of transmittal, forms of acceptance and related documents may be obtained from Georgeson Inc., the information agent for the U.S. offer, at (866) 574-4069. Securities that are tendered during the subsequent offering period in the United States will be immediately accepted and promptly paid for and may not be withdrawn.

In parallel, in accordance with Article 232-4 of the Reglement General ("General Regulation") of the AMF, SAP France's offer in France will be reopened between January 16 and January 29, 2008. The terms of the offer remain the same as those listed in the note d'information related to the offer, which has received AMF visa #07-425 on November 27, 2007, and in particular its section 2.11 which indicates that the reopened offer will be semi-centralized. Business Objects security holders will receive the amount mentioned above in euros for each security they hold. The offer in France is open to non-U.S. holders of Business Objects ordinary shares and ORNANEs who are permitted to participate in the French offer pursuant to the local laws and regulations applicable to those holders.


 

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