SAP AG announced the completion of the cash tender offer for all outstanding shares of common stock of Sybase, Inc., by Sheffield Acquisition Corp., a wholly-owned subsidiary of SAP, which expired at 9:00 p.m., New York City time on Monday, July 26, 2010. American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has indicated that, as of the expiration of the tender offer 80,929,717 shares of common stock of Sybase had been tendered into and not properly withdrawn from the tender offer (including 9,293,901 shares of common stock tendered pursuant to the guaranteed delivery procedures). These shares represent approximately 92.1% of Sybase's outstanding shares of common stock, or 91.8% on a fully diluted basis. All Sybase shares that were validly tendered into the offer and not properly withdrawn have been accepted for payment.
SAP also announced that it intends to effect a short-form merger under Delaware law as promptly as practicable, without the need for a meeting of Sybase stockholders. As a result of the merger, the remaining Sybase stockholders (other than those who properly exercise appraisal rights under Delaware law) will receive the same $65 per share price, without interest and subject to any required withholding of taxes, that was paid in the tender offer. After the merger, Sybase will be a wholly owned subsidiary of SAP America, and Sybase shares will cease to be traded on the NYSE.
SAP AG last week obtained approval from the European Commission for the acquisition of Sybase.
According to an announcement, dated July 20, on EUROPA, the official website of the European Union, the European Commission concluded that the transaction would not significantly impede effective competition in the European Economic Area ("EEA") or any substantial part of it. SAP was described in the announcement as the leading supplier of enterprise application software solutions worldwide and mainly active in this market, while Sybase was described as a software vendor focusing on databases, middleware and mobile enterprise solutions. According to the announcement, the vendors' activities overlap "to a minor extent in the fields of (a) databases, where SAP sells its solution as part of a suite only and not on an independent basis; (b) data warehousing tools and (c) mobile middleware, that is infrastructure software used to enable the mobile use of enterprises application software with a variety of mobile devices, where SAP has however a limited presence."
More information on the European Commission decision is available here.
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