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SAP to acquire SybaseMay 14, 2010 (Datamonitor Financial Deals Tracker via COMTEX) -- SAP AG, a Germany-based provider of enterprise software solutions, has signed a definitive merger agreement to acquire Sybase, Inc., a US-based provider of database management software systems and mobile software to manage, analyze and mobilize information, for an enterprise value of approximately $5,800 million. Under the terms of the merger agreement, SAP America, Inc., a wholly-owned subsidiary of SAP, will make an all cash tender offer for all of the outstanding shares of Sybase common stock at $65 per share. The offer price represents a premium of 44% over the three-month average stock price of Sybase and a premium of approximately 56.36% over the closing price of Sybase' common stock of $41.57 on May 11, 2010. SAP will finance the transaction from its cash on hand and a EUR2,750 million loan facility arranged and underwritten by Barclays Capital, Inc. and Deutsche Bank. Sybase will operate as a standalone unit under the name Sybase, an SAP Company. The Board of Directors of Sybase has unanimously approved the transaction. Barclays plc and Deutsche Bank AG are acting as financial advisors, while Jones Day is acting as legal advisor to SAP. Bank of America Corporation is acting as financial advisor, while Shearman & Sterling, LLP is acting as legal advisor to Sybase. The transaction is expected to close during the third quarter of 2010. Deal Value (US$ Million) 5800 Deal Type Acquisition Sub-Category Majority Acquisition Deal Status Announced: 2010-05-12 Deal Participants Target (Company) Sybase, Inc. Acquirer (Company) SAP AG Deal Rationale The transaction will benefit both SAP and Sybase from synergies across product lines and markets and also expand opportunities for SAP and Sybase ecosystems. The acquisition will accelerate the reach of SAP's solutions across mobile platforms and drive forward the realization of its in-memory computing vision. The transaction will expand SAP's addressable market by making available its solutions to mobile users, combining its business software with Sybase's mobile infrastructure platform. For Sybase, SAP in-memory technology will provide the opportunity for performance improvements to its analytic processing capabilities. Sybase will also be able to bring its event processing and analytics expertise, which was built in the financial sector, to customers in other industries, markets and product areas in which SAP has a complementary presence. Sybase's core database business is expected to be enhanced by SAP's in-memory technology to deliver integrated transactional and analytical capabilities. Through the acquisition, SAP will also gain access to the financial services and public sector markets and enter into the Chinese market, where Sybase has a significant presence. Bid Premium ($ per share) 56.36 |