SC TO-C

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

Sybase, Inc.

(Name of Subject Company)

Sheffield Acquisition Corp.
a wholly-owned subsidiary of
SAP America, Inc.

a wholly-owned subsidiary of
SAP AG
(Name of Filing Persons, Offerors)

Common Stock, par value $0.001 per share,
Associated Preferred Stock Purchase Rights
(Title of Class of Securities)

871130100
(CUSIP Number of Class of Securities)

Michael Junge
General Counsel
SAP AG
Dietmar-Hopp-Allee 16
D-69190 Walldorf
Federal Republic of Germany
+49 6227 74 7474
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:
Daniel R. Mitz, Esq.
Jonn R. Beeson, Esq.
Kevin B. Espinola, Esq.
Jones Day
1755 Embarcadero Road
Palo Alto, CA 94303
Telephone: (650) 739-3939

Calculation of Filing Fee

Transaction Valuation	Amount of Filing Fee
Not applicable	Not applicable

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

SCHEDULE TO

     This Tender Offer Statement on Schedule TO is being filed by SAP AG, an Aktiengesellschaft organized under the laws of Germany, SAP America, Inc., a Delaware corporation (“SAP America”), and Sheffield Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of SAP America, pursuant to General Instruction D to Schedule TO.

Additional Information

      This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Sybase’s common stock described in this announcement has not commenced. At the time the offer is commenced, Sheffield Acquisition Corp., a subsidiary of SAP America, Inc., SAP America, Inc. and SAP AG will file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission (SEC), and Sybase will file a solicitation/recommendation statement on Schedule 14D-9, with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials and all other documents filed with respect to the tender offer with the SEC will be available at no charge on the SEC’s web site at www.sec.gov. The tender offer statement and related materials may be obtained for free by directing such requests to SAP AG, Attention: Stefan Gruber, Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany , Telephone: +49 6227 744872. The solicitation/recommendation statement and related documents may be obtained for free by directing such requests to Sybase, Inc., Attention: Dan Cohen, One Sybase Drive, Dublin, CA 94568, Telephone: +1-925-236-5000.

ITEM 12. EXHIBITS

(a)(5)(A)*	Joint press release issued by SAP AG and Sybase, Inc. dated May 12, 2009
(a)(5)(B)*	Ad hoc disclosure issued by SAP AG dated May 12, 2009
(a)(5)(C)	Transcript of joint investor and media conference call by senior management of SAP AG and Sybase, Inc. held on May 12, 2010
(a)(5)(D)	Transcript of joint investor and media conference call by senior management of SAP AG and Sybase, Inc. held on May 13, 2010
(a)(5)(E)	Sybase, Inc. Q&A

* Previously filed

-2-

EXHIBIT INDEX

Exhibit No.	Exhibit
(a)(5)(A)*	Joint press release issued by SAP AG and Sybase, Inc. dated May 12, 2009
(a)(5)(B)*	Ad hoc disclosure issued by SAP AG dated May 12, 2009
(a)(5)(C)	Transcript of joint investor and media conference call by senior management of SAP AG and Sybase, Inc. held on May 12, 2010
(a)(5)(D)	Transcript of joint investor and media conference call by senior management of SAP AG and Sybase, Inc. held on May 13, 2010
(a)(5)(E)	Sybase, Inc. Q&A

* Previously filed

-3-

EX-99.A.5.C

Exhibit (a)(5)(c)

Final Transcript

Conference Call Transcript

SAP — SAP to Acquire Sybase, Inc.

Event Date/Time: May 12, 2010 / 09:30PM GMT

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May 12, 2010 / 09:30PM GMT, SAP — SAP to Acquire Sybase, Inc.

CORPORATE PARTICIPANTS

Stefan Gruber
SAP — IR

Bill McDermott
SAP — Co-CEO

Jim Hagemann Snabe
SAP — Co-CEO

Werner Brandt
SAP — CFO

Vishal Sikka
SAP — Executive Board Member

John Chen
Sybase — Chairman and CEO

CONFERENCE CALL PARTICIPANTS

Ross MacMillan
Jeffries & Company — Analyst

Phil Winslow
Credit Suisse — Analyst

John DiFucci
JPMorgan — Analyst

Martin Ottomeyer
Financial Bank — Analyst

Jonathan Tseng
Merrill Lynch — Analyst

PRESENTATION

Operator

Good day, and welcome to the SAP Investor and Media conference call. For your information, this call is being recorded. At this time I would like to hand the call over to Stefan Gruber. Please go ahead.

Stefan Gruber — SAP — IR

Yes, good evening or good afternoon. This is Stefan Gruber, head of IR, SAP. Thank you for joining us to discuss today’s announcement of SAP’s acquisition of Sybase. I am joined by Bill McDermott, Co-CEO, Jim Hagemann Snabe, co-CEO, Werner Brandt, CFO, Vishal Sikka, Member of the Executive Board, and John Chen, Chairman and CEO of Sybase.

Before we begin the call I will read a few preliminary legal notices. The tender offer for shares of Sybase described in this conference and the press release has not yet commenced. The press release we issued earlier today is neither an offer to purchase nor a solicitation of an offer to sell securities.

At the time the tender offer is commenced, SAP will file a tender offer statement including an offer to purchase, letter of transmittal, and related tender offer documents with the US SEC. And Sybase will file with the SEC a solicitation recommendation statement with respect to the offer. Stockholders of Sybase are strongly advised to read the tender offer statement and the related solicitation recommendation statement because they will contain important information that stockholders should consider before making any decision regarding tendering their shares.

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May 12, 2010 / 09:30PM GMT, SAP — SAP to Acquire Sybase, Inc.

The tender offer statement and certain other offer documents as well as the solicitation recommendation statement will be made available to all stockholders of Sybase at no expense to them. These documents will be available at no charge on the SEC’s website.

In addition, this call may include forward-looking statements that involved risks and uncertainties concerning the parties’ ability to close the transaction and the expected closing date of the transaction, the anticipated benefits and synergies of the proposed transaction, anticipated future combined operations, products and services, and the anticipated role of Sybase, it’s key executives, and its employees within SAP following the close of these transactions. Actual events or results may differ materially from those described in the release and in this call due to a number of risks and uncertainties detailed in documents filed or furnished by Sybase and SAP with the SEC including those discussed in Sybase’ quarterly report on Form 10Q for the quarter ended March 31, 2010 and SAP’s annual report on Form 20F as well as the press release issued today, each of which is or will be on file with the SEC and available at the SEC’s website.

Neither SAP nor Sybase is obligated to update these forward-looking statements to reflect events or circumstances after today’s call.

Before turning it over to our speakers, let me say that we will be limiting this call to about 40 minutes. And also I would like to ask you to limit your questions to the acquisition announcement we have made today. Let me now turn the call over to Bill McDermott.

Bill McDermott — SAP — Co-CEO

Thank you, Stefan. And welcome, everybody. We are pleased to announce our plan to acquire Sybase. This is a strategic moment for SAP, for Sybase, our customers, and the IT industry. This acquisition is about accelerating growth for both businesses. This transaction is fully aligned with our strategic objective to significantly expand our addressable market, opening up new opportunities in mobility, in memory computing, and analytics. It is also a sound financial move as both companies are growing, have high margins, and are strong in the area of free cash flow.

For customers, the powerful combination of SAP and Sybase will help companies better harness today’s explosion of data. Companies need to deliver information and insight in real time to business consumers wherever they work so they can make faster and better decisions. This will literally connect the shop floor to the corner office, unlocking substantial business value from existing technology investments. We call this innovation without disruption.

The combination will also accelerate innovation for both companies. Sybase’s core business will benefit from SAP’s breakthrough in-memory computing technology. SAP will extend our industry leading business applications and analytics to billions of mobile users. As a result of this transaction, SAP will be the only company enabled to deliver a full suite of enterprise software and next generation business intelligence on any device at any time, fully harnessing the power of Sybase’s industry leading mobile platform.

We see a huge emerging market for the real-time, unwired enterprise. With this strategic move, SAP becomes the number one provider in this market, a significant first mover advantage for our strategic growth ambitions. From an industry perspective, we will leverage Sybase’s strength in financial services, telecommunications, and public services to build upon the strong performances in our focus industries.

From a geographic perspective, Sybase has a strong global footprint including the Asia Pacific region which happens to be the fastest growing market for mobile users. In fact, mobile enterprise applications will play a key role in the global economic development of emerging markets like China where mobile phones outnumber fixed line phones today.

Because customers value choice, we will continue to innovate the product portfolios of both companies while also continuing to support the leading database vendors in the marketplace. This acquisition will also expand opportunities for our joint ecosystems. Software and implementation partners can capture new opportunities by innovating on Sybase’s open and market leading mobile platform.

Our demonstrated success with the SAP Business Objects transaction has proved our capabilities in leveraging the benefits of large scale transactions. We believe that the acquisition of Sybase will be even easier to do as we will run the business as a wholly owned subsidiary of the SAP group, allowing its brand to flourish in the market and at the same time benefit significantly from the crown jewels of both companies, our ecosystems, and our joint global reach.

We have very complementary cultures. Both have a deep rooted respect for people, engineering expertise, innovation, and customer success. The two companies have a proven track record in working together as partners in the area of mobile enablement and there is a strong relationship at the executive level.

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May 12, 2010 / 09:30PM GMT, SAP — SAP to Acquire Sybase, Inc.

I will conclude my remarks by stating that this acquisition is about winning in this dynamic marketplace. We are resolute in our commitment to the success of our mutual customers, partners, and employees. This is about being bold and innovative. It’s about creating an amazing growth company. We warmly welcome my good friend John Chen, his management team, and all the talented Sybase employees to Team SAP. Over to you, Jim.

Jim Hagemann Snabe — SAP — Co-CEO

Thank you, Bill. And welcome everybody to this exciting moment. We always said that we would use M&A to move ourselves strategically forward and not just by market share. This acquisition falls right in line with our three pillar strategy of on-premise, on-demand, and on-device software. We are already the leader in on-premise software with SAP Business Suite. We are expanding into on-demand with the launch of SAP Business By Design later this year and on-demand for large enterprises. And we expect to become the leader in this pillar as well, helping to move more users and revenue for SAP.

Now, with the acquisition of Sybase, we will secure our leadership in on-device, further cementing our ability to bring information to users anytime, anywhere, and on any device. As mobile applications for consumers have changed the world, the way people live and communicate, mobile applications for the enterprise will have an equal profound impact in the way they work. We want to make sure that SAP solutions can be accessed from all leading mobile devices. The acquisition of Sybase will allow us and our partners to do just that. But now much faster and with less complexity as Sybase’s unwired platform plus together various mobile offerings into one platform.

A key of this acquisition for SAP is Sybase’s heterogeneous open platform that is device independent. This is important for us because it adheres to the open standards of SAP. Therefore, with this acquisition we remain database, platform, and hardware agnostic.

As you know, Sybase is also a major player in the standalone database business and has a long list of database customers. We will continue to innovate the database and grow the license and maintenance revenue stream coming from it. Moreover, with the database business comes technological know how and market leadership in an area of column storage databases which is used for advanced analytics. This compliments the in-memory technology that we in SAP are using to provide real real-time analytics. This way Sybase will help us accelerate the delivery of a next generation platform for business intelligence and planning optimizing applications.

In closing, we see great potential in combining the leader in business applications with the leader in mobility. Not only do we see great potential in combining the IP of Sap and Sybase, we also see a strong cultural fit and solid robust engineering combined with the desire to innovate for our customers.

I would like now to turn over to Vishal.

Vishal Sikka — SAP — Executive Board Member

Thank you very much, Jim. We see the world going mobile and becoming (inaudible) connected. This is an unmistakable shift that is happening and it is a profound shift. We see the mobile Internet as roughly ten times larger than the desktop Internet and we see upcoming innovations of business workers that are completely connected and are mobile. They work and communicate in real-time and we see entire economies going mobile as emerging markets and countries leapfrog the wired technologies to go directly to an unwired economy.

Business applications, corporate applications, access from mobile devices such as Smart Phones and PDAs are growing at a cumulative growth rate of around 43%. There are already more than a billion mobile workers using mobile devices around the world and about a quarter of these are information workers. With Sybase, we see a unique opportunity to dramatically accelerate our presence in mobility. We can untether and mobilize every single deployment that we have of core SAP products as well as the SAP Business Objects and analytical products.

The opportunity that we see to unwire and liberate these business workers to conduct their business from anywhere while (inaudible) experiences on modern mobile devices is an extraordinary opportunity for us and with Sybase, this opportunity is within our reach. We can enable the next generation enterprises that are real-time, mobile, and connected, and we can leverage the existing investments that our customers have made without disruption in doing so.

At SAP over the last year we have built a breakthrough in memory computing technology. This technology promises revolutionary benefits to our products. It is already impacting our analytical products with Business Warehouse Accelerator and SAP Business Objects Explorer, and over

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May 12, 2010 / 09:30PM GMT, SAP — SAP to Acquire Sybase, Inc.

time, we see this technology as revolutionizing every single one of our products. It is our foundation technology and we will continue to develop and expand this. We will bring our in-memory technology and our capabilities to Sybase databases as well as Sybase’s complex information processing technology and we expect to bring significant advances to Sybase’s products in this area.

However, the Sybase products will continue to grow, evolve, and operate independently from SAP’s traditional platform as well as our traditional application platform. So simultaneously, we will continue to support our traditional database partners for our applications including Microsoft and IBM.

SAP has a diverse ecosystem horizontally and vertically in all layers of the stack and in all aspects of our business. Our complete unequivocal commitment to this ecosystem continues. With regard to mobility, Sybase will be our mobile platform. We will support all mobile UI technologies with this platform. The RIM, the blackberry devices, Microsoft with Windows, Google with the Android devices, and Apple iPhone, iPad, and others. In addition, the Sybase mobile applications and existing SAP mobile applications will be delivered together. In some cases the mobile UI vendors have their own middleware and platform (inaudible). For example, the Blackberry enterprise server from RIM or Microsoft Exchange from Microsoft, and we will work with these partners and give our customers the choices that they can make to work the right deployment options for them. I will now hand it over to Werner.

Werner Brandt — SAP — CFO

Thank you, Vishal. SAP is buying a strong business. Sybase is the leader in their area of product and technology and from the financial perspective they are a growing and highly profitable business. The transaction is expected to close in July 2010 and be immediately accretive to SAP’s earnings per share on a non-IFRS adjusted basis. We expect the combination to deliver synergies for both revenue enhancements and, to a lesser degree, realization of cost efficiencies.

Details of the tender offer can be found in the press release issued today and the complete offer documents in accordance with US law will be submitted tougher with further details of the offer to the US Securities and Exchange Commission.

Following the close of the offer, our primary focus will be to drive merger related revenue and again, to a lesser extent, cost synergies. We plan to operate Sybase as a separate business unit with SAP name Sybase, an SAP Company. Sybase’s management team will continue to run the business. The SAP executive board plans to propose to the supervisory board to appoint the chairman and CEO of Sybase, John Chen, to SAP’s executive board. We will provide more details on merger integration as we move forward. Now we will have comments from John Chen. Welcome, John.

John Chen — Sybase — Chairman and CEO

Thank you, Werner, thank you. And I’m very honored, very pleased to be able to join this great team here. And certainly extremely excited. I know a lot of you have a lot of questions, so I’d like to be brief with the comments. I think all the previous colleagues here have already spoken to the rationale as well as the opportunity ahead of us. As Werner mentioned earlier, we have built a very strong fundamental business at Sybase. Sybase has been very consistent in the business execution. We produced 23 quarters of revenue growth and 23 consecutive quarters of exceeding the street expectation on earnings. And in fact Sybase has recorded ten consecutive record quarters in revenue, profitability, and cash growth.

Over the last five years, Sybase has been able to increase our top line by 9% on revenue annually and have expanded the non-GAAP operating margin from 18% five years ago to 30% last year. In addition, the business generated $384 million in cash from operations.

Bill and Jim and Vishal all made good references to the profound change in the landscape of the introduction of the widespread adoption of mobile technologies. Sybase identified these key trends of mobility and analytics back in 2003 and in response to these trends we have been aggressively invested in these opportunities. This happened to result in the unwired enterprise strategy that have became the foundation of the Sybase growth from 2003 to today.

In 2003, as most of you know, the mobility was in its infancy and the market was not proven. But by embarking on this strategy, we took a risk and have been gratified that the market has indeed proven to be as dynamic as we have envisioned. Clearly we are now mobility pioneers and as a result today we enjoy a position as technology and market leader.

This year we expect to surpass $400 million in revenue for our mobility business We are also recognized as mobile technology leaders by key industry analysts such as Gartner, IDC, and Forrester. And we, like Vishal had pointed out, we work closely with many platform vendors

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May 12, 2010 / 09:30PM GMT, SAP — SAP to Acquire Sybase, Inc.

including Apple, RIM, Google, as well as Microsoft. As a matter of fact, as you already know, we released earlier this year with SAP, Sybase CRM for SAP on the iPhone and Windows mobiles and we demonstrated that also on the iPad. We will make that also available at RIM and the RIM device and the Android device within the next 12 months.

A little known fact that we, Sybase also owns and now SAP owns and operates a network capable of reaching 4 billion mobile subscribers through a network of about 850 to 900 operators connected. We deliver roughly about 1.5 billion messages per day over this network, making us the global leader in inter-operator message services which includes such protocol as SMS that you all know very well, MMS, GRS, a global data roaming, and IPX. The later two will be very instrumental to our joint mission here in mobilizing applications.

While we have concentrated a lot of our discussion today on mobility, I would be remiss if I did not talk about the data management capabilities. Sybase recorded roughly about $800 million a year in US dollars per year in the database business. We have about 10,000 enterprise customers around the world. We were able to grow the database license by 22% in 2009 and 28% in 2008 while most of our competitors struggled during the same period of time. We have seen not only growing in the traditional transactional database business, we have also experienced robust growth in our analytics business. Today we have over 2,500 customers doing advanced analytics using our column oriented analytic servers which I think Jim had mentioned a little bit.

Sybase commitment and growth potential in the database market is not only to increase as a result of this transaction, it’s to being together technologies and market reach of the two great companies.

Let me summarize this. The combination is very exciting obviously. It’s a transformational move in the software industry. I firmly believe that the principal behind this transaction is growth. And specifically SAP in their new technology in combination with Sybase and the SAP (inaudible) technology, will indeed revolutionize how transactional and analytical applications are built. It will benefit all businesses out there.

Further, by combining the market leader in enterprise applications with the market leader in enterprise mobility, companies around the world will be able to run their business from many devices. This will definitely drive a new way of enterprise productivity. This combination, SAP and Sybase, will be able to provide software and services offering, enable companies to transform their business in an increasingly data consumer and mobile centric world. I’m very optimistic that we could achieve growth in revenue as the combination and market leadership as we bring these two very strong and complementary technologies together and also leverage our respective more key customer bases. I would like to now turn it back to Stefan to conduct the question and answer session.

Stefan Gruber — SAP — IR

Thank you, John. I will hand it back to the Operator. Operator, we are ready to start with the Q&A session.

QUESTION AND ANSWER

Operator

Thank you, Sir. (Operator Instructions). Ross MacMillan, Jeffries.

Ross MacMillan — Jeffries & Company — Analyst

Thanks a lot. Congratulations on the deal. I guess I understand the mobile assets and I understand bringing the IQ Analytic server to SAP. What I understand less is the kind of core ASE database business that’s a fairly sizable, at least 50%, of Sybase’ revenues. SAP was in the database business and got out of it. You’re obviously buying limited market share, and even on the in-memory side I think Sybase had obviously recently released in-memory for ASE. So could you maybe just talk to the plan around the kind of core ASE relational database business? Thanks.

Vishal Sikka — SAP — Executive Board Member

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May 12, 2010 / 09:30PM GMT, SAP — SAP to Acquire Sybase, Inc.

This is Vishal Sikka and let me address this question. Clearly the ASE product from Sybase is one of the leading database products in the market, especially for customers in the financial industry and several other industries. We expect to support this database as one of the supported databases within our core applications. We do expect over time to bring significant value from our in-memory innovations around in-memory data management technologies to the products that Sybase has, including the ASE product. From what we have learned, having talked to our Sybase colleagues, the acquisition of (inaudible) database is an in-memory growth store which is particularly useful in the (inaudible) situation as well as in transactionally intensive situation.

However, in addition we believe that in-memory column stores have a dramatic opportunity to revolutionize the way analytical applications are done including inside relational databases. We believe that over time the ASE product from Sybase as well as the IQ product from Sybase will take advantage of these technologies that we have pioneered at SAP.

Within the IQ product, the on disk column store the IQ product has had for more than 15 years is something that we believe is a natural compliment to the in-memory computing technology that we have developed at SAP.

Stefan Gruber — SAP — IR

John, would you care to comment on that as well?

John Chen — Sybase — Chairman and CEO

Yes, thank you. So when we first talked about this potential coming together, this was actually a question on everybody’s mind. And on both team’s mind. And after we researched that, we realized that the next generations database technology, if we could combine the in-memory database core that SAP had put together with the ASE interfaces, and potentially we could actually combine IQ into it, that will really become an industry leading product. So I obviously have high hopes for ASE to continue and to grow. I would also have high hopes for IQ to take advantage of that. So this potentially could be a very strong growing segment of the business.

In addition to that, where Sybase has not enjoyed a big percentage of market share, but two things I’d like to point out. Where we play, we play well. We are the number one in investment banking world and in most of the financial world, stock exchanges, and insurance companies. As you probably know very well. And the other one is that in the last number of years, because of our technology and the structure of our architectures, we have been growing faster than anybody else in the industry. So we actually believe, especially in the emerging markets, we’re extremely, extremely competitive. The last set of data I know is Sybase enjoyed roughly about 18% database market share in China. And so that is something that I think we as a collective company could continue to serve and exploit especially in the southeast Asia area. So anyway, those are some of my thoughts. But it will be a good growth engine including the ASE and there will probably be development going forward.

Stefan Gruber — SAP — IR

Thank you. Let’s take the next question please.

Operator

Phil Winslow, Credit Suisse.

Phil Winslow — Credit Suisse — Analyst

Hi, guys, congratulations on the deal. Two quick questions. First, when you think about what you guys are doing here, essentially trying to build out, for lack of a better word, a blue stack, having the applications layer and now the database layer, how should we think about SAP’s commitment going forward to the middleware layer? And then Werner, wondering if you could give us some of the terms of that 2.75 billion Euro offering, just what the rate is, etc. Thanks, guys.

Jim Hagemann Snabe — SAP — Co-CEO

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May 12, 2010 / 09:30PM GMT, SAP — SAP to Acquire Sybase, Inc.

Maybe I can start that off, and Vishal you can chip in as well. I think it’s very important to make a clear statement that we fundamentally don’t believe in buying the entire stack. We actually believe in choices for companies and we believe in focusing our attention on the right layers of the stack. Why do we have this belief? Fundamentally we believe that the stack as we know it today is being changed. You see hardware moving into the cloud and you see databases moving into memory. And this gives us opportunity for us to change the shape of that stack and move our strategic position forward. And this acquisition is clearly one that allows us to do that. Combining applications and data closely gives us huge advantages because that significantly increases the value proposition for our customers. So just wanted to say that we are not trying to and we don’t believe in buying the entire stack. Maybe, Vishal, you can comment as well?

Vishal Sikka — SAP — Executive Board Member

Sure. Thanks, Jim. We believe that the middleware as you referred to of the platform for enterprises is expanding from the traditional platform to also add mobility to it as well as the real-time in-memory development capabilities to it. So we see NetWeaver as our platform for enterprises as becoming the traditional platform plus mobility plus the in-memory development management capability to not only connect the enterprises to consumers and users wherever they are on mobile devices, like Bill said, from the corner office to the shop floor, but we also see that this platform of the future, NetWeaver of the future with mobility and in-memory capabilities integrated inside it as a platform that can connect businesses across the globe in a global data network.

Werner Brandt — SAP — CFO

On the financing on the $2.75 billion credit facility, if you look to this one we have an average interest rate of roughly 2.4% over a term of two years.

Phil Winslow — Credit Suisse — Analyst

Perfect. Thanks, guys.

Stefan Gruber — SAP — IR

Thank you, let’s take the next question please.

Operator

John DiFucci, JPMorgan.

John DiFucci — JPMorgan — Analyst

Thank you. So you’re saying that you don’t believe in selling the whole stack and that all, that’s sort of how you’ve been telling it up until now. But regardless of all that, and I realize that Sybase’s database, ASE, the transactional database, is mostly on custom applications. They really made a choice long ago not to really embrace the package applications market. But even today, can you just tell us how much of your new sales today are on Sybase’s ASE? How much is that and do you expect that even if you’re not pushing the whole stack to change going forward?

Stefan Gruber — SAP — IR

John, would you like to comment on that?

John Chen — Sybase — Chairman and CEO

Yes, sure. Hi, John. I guess you can understand why I won’t be there on Monday, right, in Boston? Okay, I’m sorry. Moving along, let me answer the question this way. I obviously as you pointed out, we did not have a strategy that connect with the package applications. And so we virtually

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May 12, 2010 / 09:30PM GMT, SAP — SAP to Acquire Sybase, Inc.

have very little business on the SAP R3 platforms. We do have businesses that have enjoyed connecting IQ and NetWeaver. Not very big numbers at this point, but going forward, as we combine, together we will be finding opportunity in those areas.

And I think the product roadmap questions you have, you ought to stay tuned. I think we’ll let the engineering team get together and figure out what’s best for the customers and what’s best for the market. SAP has many database customers or partners that they have great relationships with and I’m sure that it’s to the best interest of the combined companies to continue to serve that. So we will be sensible in that and I think at the end of the day and, John, you know me very well and I think you know the SAP team well, too. At the end of the day we’re going to serve what the customer wants.

John DiFucci — JPMorgan — Analyst

That’s very clear, I appreciate that.

Vishal Sikka — SAP — Executive Board Member

Perhaps if I can add to this, the decision to not support the Sybase, traditional Sybase database on the SAP application was a decision that was our chairman and founder, Hasso Plattner’s many, many years ago before John came to Sybase. Sybase IQ is, like John said, a supported database for our Business Objects applications as well as in some parts of NetWeaver. As to the database support issue in general, like I said earlier in my remarks, we do continue to support other databases from our partners. From Microsoft, IBM, Oracle, others. By contrast, the other stacks out there in the industry do not have such a support from multiple databases on their original applications.

John DiFucci — JPMorgan — Analyst

Okay, thank you. And just a quick follow up if I could on that. Just on — we’ve heard a lot about the in-memory database and in-memory computing coming out of SAP and it’s been very interesting conversation. But does this in itself marginalize the position of the traditional I guess relational database? Or is just incremental on top of that? I would expect that you still need a data store where the data is stored — it’s a persistent data store versus the in-memory. Is that assumption true?

Vishal Sikka — SAP — Executive Board Member

The traditional databases that we are talking about are in completely different industries. Therefore it does not marginalize this at all. We see this as a tremendous opportunity for growth across the board. We do believe that the in-memory capability will ultimately impact all data management technology and we are very excited about that. However, databases are a very mature product in the enterprise stack and given their competencies in different industries across the different products, we believe that this is a highly synergistic opportunity for us.

John DiFucci — JPMorgan — Analyst

Thank you very much. It’s very helpful.

John Chen — Sybase — Chairman and CEO

Hey, John, this is John Chen. Let me add one thing. This is a question almost like the same question regarding will UNIX, have UNIX killed the mainframe? I think there is, like Vishal had said, that we have very strong needs in the market for relational databases, the persistence store that you talked about, and we certainly see mixed new forms of high real-time needs, applications will require a different type of data store structures. And then of course the hardware prices moved and the recovery prices moved. So all that becomes equations of how the customers pick it. I think one good thing about us here in combination is we’re probably going to span this entire spectrum and be able to offer that anywhere from persistence store even on a device to all the way to a mainframe class persistence store or everything in-memory.

John DiFucci — JPMorgan — Analyst

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May 12, 2010 / 09:30PM GMT, SAP — SAP to Acquire Sybase, Inc.

Well thank you, John. Thank you, gentlemen. Appreciate the responses. And John — congratulations to all of you. And John, we’ll really miss you on Monday. Take care.

Stefan Gruber — SAP — IR

Thank you, let’s take the next question please.

Operator

Martin [Ottomeyer], Financial Bank.

Martin Ottomeyer — Financial Bank — Analyst

Yes, hi, thanks. Two questions if I may. The first one is about synergies. Could you give us some impression about do you plan any debt reductions or do you see any accelerating of your business because of the transaction? And the second one, sorry for asking that again, but as far as I understand, the SQL or relational database of Sybase isn’t supported by Business Suite today. To be clear, do you want to change that and support Sybase’s relational database like Oracle and DB2 for the Business Suite?

Jim Hagemann Snabe — SAP — Co-CEO

Let me take the last one first and then we can talk about the synergies and to just make it very clear, we will engage in an effort to make sure the Sybase database can be supported in our Business Suite as well and we think that’s a relatively simple thing to do and we will get that done. But that does not change our philosophy to offer choice for the customer.

Werner Brandt — SAP — CFO

Regarding the synergies, we are talking here about top line synergies, the revenue synergies, and to a lesser degree cost synergies which will come from some areas on the back office side but not a lot. This is really driven by growth capturing out of the different areas we discussed before on the top line.

Martin Ottomeyer — Financial Bank — Analyst

Okay, but with supporting the tribase database, SQL database and have a really successful database by your own, do you hope to reduce the share of Oracle in the space?

Bill McDermott — SAP — Co-CEO

I think we should all focus on what this is. This is about the customer and moving SAP and Sybase forward to a whole new place, to a whole new sense of innovation and growth. And it’s not about the alternatives that are in the marketplace. In fact, hopefully we’ve made it clear that we’ll continue to support openness and choice with our customers and there are currently vendors such as Oracle and others that we do support in our installed base and that should continue. So this is a growth story. It’s a tremendous opportunity for customers.

Jim Hagemann Snabe — SAP — Co-CEO

And at the end of the day the customer decides.

Martin Ottomeyer — Financial Bank — Analyst

Okay, thanks.

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May 12, 2010 / 09:30PM GMT, SAP — SAP to Acquire Sybase, Inc.

Operator

Jonathan Tseng, Merrill Lynch.

Jonathan Tseng — Merrill Lynch — Analyst

Hi, guys. Just interested in clarifying how the go to market works with Sybase and Business Suite. Suddenly it seems like a clear opportunity I guess for newer customers, if you could offer them a combined offering, lower TCO, stop Oracle from getting a foothold in new customers while existing customers. But is this an opportunity you consider especially in emerging markets or is it more you just want things to augment and inject with some new technology, but essentially the database offering is kind of separate? Just your thoughts on those two alternatives.

Bill McDermott — SAP — Co-CEO

Well first of all, we want to create a situation where we partner in the marketplace together but we run Sybase and SAP separately. So we’ll have very clear go to market strategy focused on the growth ambitions of both entities. Clearly Sybase will benefit from SAP’s real-time in-memory technology. Also, our business applications, and obviously our analytic capability. And the same is also true on the SAP side. I think we’ve made it clear that we’ll support Sybase’s database technology and there will be growth opportunities for SAP in that regard as well as analytics. So think of this as separate, but all about innovation and growth for both sides and most importantly for the customer.

I don’t want to leave mobility out of the equation here. As you might have noticed, we spent a lot of time on that earlier but many of our customers, especially the largest ones, are trying to run real-time enterprises and it’s hard to do that when the mobile workers don’t have the information at their fingertips they need to make decisions in real time. So clearly the mobile infrastructure of Sybase will be a force multiplier in the applications and the mobility sales to literally millions on new, uninitiated users in the SAP installed base.

Jonathan Tseng — Merrill Lynch — Analyst

Is it your ambition for Sybase to be the best database out their against IBM and Oracle solution in the long term?

Jim Hagemann Snabe — SAP — Co-CEO

Maybe I can tell my part of that. You have to understand there is not one database market, there’s multiple use cases for data. We see in particular Sybase today very successful in financial services where you have very high volumes. You have very mission critical type applications, mostly homegrown. We believe there is a future database where it all moves into memory because of the size of data plus the speed in which you need this data analyzed. And so there’s a variety of data opportunities, database or data management opportunities in the market, and clearly when we go after markets, we intend to be the best in the markets we go after.

Vishal Sikka — SAP — Executive Board Member

We obviously believe that we can bring dramatic acceleration to our applications with the in-memory technology. And we will do so. And one thing that I would like to add to the remarks that Bill made earlier, one of the things that John referred to is the significant competency that Sybase has in the messaging business, operating more than 1.5 billion messages every day. One of the things that we are very excited about is the competency that Sybase has in operating large scale (inaudible) centers towards doing so as well as many of these mission critical large scale platforms in the financial industry. Therefore we see the combination of mobility, in-memory, and cloud computing as a great synergy to our vision that Jim mentioned earlier of on-premise, on-demand, on-device computing. We expect that the next generation enterprise is one where you have sub second response times on any question that you can think of from any device.

Stefan Gruber — SAP — IR

Thank you. We have time for one final question please.

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May 12, 2010 / 09:30PM GMT, SAP — SAP to Acquire Sybase, Inc.

Operator

(Inaudible), Bloomberg, LP.

Unidentified Participant

Good evening, everyone, and congratulations. I have a couple of questions and forgive me if my ignorance shines through. I’m not sure why did you need to buy Sybase to make use of its mobile platform? That’s my first question. I mean could you not just have a partnership with them? My second question is in terms of synergies, if you could quantify what those synergies will be, I mean when we will we see — you said earnings accretive, but when will we see concrete results of this growth potential for the mobile applications? And how big a share of your revenues do you think mobile will make up in say five years? Thanks.

Bill McDermott — SAP — Co-CEO

Maybe I’ll start it off, this is Bill. The first reason for the acquisition is one of strategy. We identified in our strategy an addressable market that would be substantially increased if we had mobility as a serious capability and in-memory technology. In-memory technology is a breakthrough at SAP, it’s a breakthrough innovation, and it can drastically improve Sybase’s innovation with Sybase’s customers, obviously SAP’s innovation with SAP’s customers, and then of course there’s a lot of customers that we don’t have and Sybase doesn’t have that will take advantage of this as well. So this is huge.

The second piece is mobility. Yes we can work together and yes we can go to market, but when you put two great engineering teams sharing crown jewels together and you can connect the shop floor to the corner office and help customers all over the world be real-time enterprises in multiple industries, multiple geographies, and multiple market segments, that’s a lot more than a friendly go to market partnership. We wanted something much more serious and I’m really delighted that we have it.

In terms of the growth and the synergies, you can expect to see them out of the box because this doesn’t depend on cost cutting. This is a positive for both work forces to get energized around solutions and customers and growth. We don’t need to cut costs to make this work. That’s why it’s so magic.

Werner Brandt — SAP — CFO

And Werner here, I hope you understand that at the time of the announcement of the transaction, we are not in a position to provide more details on the revenue synergies. We will do this as soon as we have closed the transaction.

Unidentified Participant

All right. Thank you so much. Have a good evening.

Operator

Thank you. That does conclude the Q&A portion of our call. I’d like to turn the call back to management for any closing remarks.

Stefan Gruber — SAP — IR

Thank you very much. This closes our call today. There will be another call tomorrow morning at 8:00 AM CET which is 2:00 AM Eastern for the European followers. Hopefully you can join us. Otherwise we look forward to seeing you at Sapphire next week. Thank you and good bye.

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May 12, 2010 / 09:30PM GMT, SAP — SAP to Acquire Sybase, Inc.

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EX-99.A.5.D

Exhibit (a)(5)(D)

Final Transcript

Conference Call Transcript

SAP — SAP to Acquire Sybase, Inc.

Event Date/Time: May 13, 2010 / 06:00AM GMT

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May 13, 2010 / 06:00AM GMT, SAP — SAP to Acquire Sybase, Inc.

CORPORATE PARTICIPANTS

Stefan Gruber
SAP AG — Head of IR

Bill McDermott
SAP AG — Co-CEO

Jim Hagemann Snabe
SAP AG — Co-CEO

Werner Brandt
SAP AG — CFO

John Chen
Sybase Inc. — Chairman and CEO

CONFERENCE CALL PARTICIPANTS

Michael Briest
UBS — Analyst

James Dawson
Morgan Stanley — Analyst

Philip Grunsky
Dow Jones — Analyst

Mohammed Moawalla
Goldman Sachs — Analyst

Hoi Lam
Citigroup — Analyst

PRESENTATION

Operator

Good day and welcome to the SAP investor and media conference call. For your information, this call is being recorded. At this time I would like to hand the call over to Stefan Gruber. Please go ahead.

Stefan Gruber — SAP AG — Head of IR

Good morning. This is Stefan Gruber, Head of Investor Relations, SAP AG. Thank you for joining us to discuss our announcement of SAP’s acquisition of Sybase. I am joined by Bill McDermott, Co-CEO, Jim Hagemann Snabe, Co-CEO, Werner Brandt, CFO and John Chen, Chairman and CEO of Sybase.

Before we begin the call I will read a few preliminary legal notices. The tender offer for shares of Sybase described in this conference call and the press release has not yet commenced. The press release we issued yesterday is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, SAP will file a tender offer statement, including an offer to purchase, letter of transmittal, and related tender offer documents with the US Securities and Exchange Commission, and Sybase will file with the SEC a solicitation recommendation statement with respect to the offer.

Stockholders of Sybase are strongly advised to read the tender offer statement and the related solicitation recommendation statement because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer statement and certain other offer documents, as well as the solicitation recommendation statement, will be made available to all stockholders of Sybase at no expense to them. These documents will be available at no charge on the SEC’s website.

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May 13, 2010 / 06:00AM GMT, SAP — SAP to Acquire Sybase, Inc.

This call may include forward-looking statements that involve risks and uncertainties concerning the parties’ ability to close the transaction and the expected closing date of the transaction, the anticipated benefits and synergies of the proposed transaction, anticipated future combined operations, products and services and the anticipated role of Sybase, its key executives and its employees within SAP following the closing of the transaction.

Actual events or results may differ materially from those described in the release and in this call due to a number of risks and uncertainties detailed in documents filed or furnished by Sybase and SAP with the SEC, including those discussed in Sybase quarterly report on Form 10-Q for the quarter ended March 31, 2010, and SAP’s Annual Report and Form 20-F, as well as the press release issued yesterday, each of which is on file with the SEC and available at the SEC’s website. Neither SAP nor Sybase is obligated to update these forward-looking statements to reflect events or circumstances after today’s call.

Before turning it over to our speakers, let me say that we will be keeping this conference call to about 40 minutes. Also I would like to ask you to limit your questions to the acquisition announcement we have made today.

Let me now turn the call over to Bill McDermott.

Bill McDermott — SAP AG — Co-CEO

Thank you, Stefan, and welcome everybody. We are pleased to announce our plan to acquire Sybase. This is a strategic moment for SAP, for Sybase, our customers and the IT industry. This acquisition is about accelerating growth for both businesses.

This transaction is fully aligned with our strategic objectives to significantly expand our addressable market, opening up new opportunities in mobility, in-memory computing and analytics. It is also a sound financial move as both companies are growing and have high margins and strong free cash flow.

For customers, the powerful combination of SAP and Sybase will help companies better harness today’s explosion of data. Companies need to deliver information and insight in real time to business consumers wherever they work so they can make faster and better decisions. This will literally connect the shop floor to the corner office, unlocking substantial business value from existing technology investments. We call this innovation without disruption.

The combination will also accelerate innovation for both companies. Sybase’s core business will benefit from SAP’s breakthrough in-memory computing technology. SAP will extend our industry-leading business applications and analytics to billions of mobile users. As a result of this transaction, SAP will be the only company enabled to deliver a full suite of enterprise software and next-generation business intelligence on any device at any time, harnessing the power of Sybase’s industry-leading mobile platform.

We see a huge emerging market for the real-time unwired enterprise. With this strategic move, SAP becomes the number one provider in this market, a significant first mover advantage for our strategic growth ambitions.

From an industry perspective we will leverage Sybase’s strength in financial services, telecommunications and public services to build upon the strong performance in our focus industries.

From a geographic standpoint, Sybase has a global footprint, including the Asia-Pacific region, which is the fastest growing market for mobile users. In fact, mobile enterprise applications will play a key role in the global economic development of emerging markets like China, where mobile phones outnumber fixed line phones. Because customers value choice, we will continue to innovate the product portfolios of both companies while also continuing to support leading database vendors in the marketplace today.

This acquisition will also expand opportunities for our joint ecosystems. Software and implementation partners can capture new opportunities by innovating on Sybase’s open and market-leading mobile platform. Our demonstrated success with SAP’s BusinessObjects has proved our capabilities in leveraging the benefits of large-scale transactions. We believe that the acquisition of Sybase will be even easier as we will run the business as a wholly owned subsidiary of the SAP Group, allowing its brand to continue to flourish in the market and, at the same time, benefit significantly from the crown jewels of both companies, our ecosystems and our global reach.

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May 13, 2010 / 06:00AM GMT, SAP — SAP to Acquire Sybase, Inc.

We have very complementary cultures. Both companies have a deep-rooted respect for people, engineering expertise, innovation and customer success. The two companies have a proven track record in working together as partners in mobile enablement and there’s a strong relationship at the executive level.

I will conclude my remarks by stating that this acquisition is about winning in this dynamic marketplace. We are resolute in our commitment to the success of mutual customers, partners and employees. This is about being bold and innovative. It’s about creating an amazing growth company. We warmly welcome my good friend John Chen, his management team and all of the talented Sybase employees to Team SAP.

Over to my Co-CEO and partner, Jim.

Jim Hagemann Snabe — SAP AG — Co-CEO

Thank you very much, Bill. And welcome everybody. Good morning, at least here in Europe.

We always said that we would use M&A to move ourselves strategically forward and not just buy market share. And this acquisition does exactly that. The acquisition of Sybase falls right in line with our three-pillar strategy of leading in on-premise, on-demand and by software. We are, as you know, already the leader in on-premise software with SAP Business Suite. We are extending into on-demand software with SAP Business ByDesign and on-demand extensions for large enterprises. And now with the acquisition of Sybase, we will be number one in on-device, further cementing our ability to bring information to users anytime, anywhere, and on any device.

Mobile applications for consumers have changed the way people live and communicate. Mobile applications for the enterprise will have an equally profound impact on the way people work. We want to make sure that SAP solutions can be accessed from all leading mobile devices. The acquisition of Sybase will allow us and our partners to do just that, but now much faster and with less complexity as Sybase Unwired Platform brings together various mobile offerings into one platform.

The key to this acquisition for SAP is Sybase’s heterogeneous open platform that is device-independent. It is important for us because it adheres to the open standards of SAP. Therefore this acquisition, with this we remain database, platform and hardware agnostic. We will build all mobile experiences and we will enable the ecosystem to build mobile experiences on top of SAP.

As you know, Sybase is also a major player in the standalone database business and has a long list of database customers. We will continue the innovation of the database and grow the license revenue stream coming from it. With the database business comes technological know-how and market leadership in the area of column store databases which is used for advanced analytics.

At SAP we have built a breakthrough in-memory computing technology that promises revolutionary benefits to all our products. It is already impacting our analytical products with Business Warehouse Accelerator and SAP BusinessObjects Explorer. And over time we see that this revolutionize all of our products. It is our foundation technology and we will continue to develop it. We will, in addition, bring our in-memory technology and capabilities to Sybase databases and complex event processing technology to bring significant advances to Sybase products in this area.

The Sybase products will continue to operate, grow and evolve independently from SAP’s traditional as well as future application platform. Simultaneously we will continue to support our traditional database partners for our applications, including Microsoft and IBM. This will help us accelerate the delivery of a next-generation platform for business intelligence and other applications, and we can help Sybase innovate the database business, leveraging our in-memory computing capabilities.

In closing, we see great potential in combining the leader of business applications and business analytics with the leader in mobility. Not only do we see great potential in combining the IP of SAP and Sybase, we also see a strong cultural fit in solid and robust engineering, combined with the desire to innovate for our customers.

And with that, I would like to turn over to my colleague, Werner Brandt.

Werner Brandt — SAP AG — CFO

Thank you, Jim. And good morning to everybody.

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May 13, 2010 / 06:00AM GMT, SAP — SAP to Acquire Sybase, Inc.

SAP is buying a strong business. Sybase is the leader in the area of product and technology and from a financial perspective they are a growing and highly profitable business. The transaction is expected to close in July 2010 and be immediately accretive to SAP’s earnings per share on a non-IFRS basis. We expect the combination to deliver synergies through both revenue enhancement and, to a lesser extent, the realization of cost efficiencies.

Details of the tender offer can be found in the press release issued yesterday and the complete offer document, in accordance with US law, will be submitted together with further details of the offer to the US Securities and Exchange Commission. Following the close of the offer, our primary focus will be to drive merger-related revenues and, as I said, to a lesser extent, cost synergies.

We plan to operate Sybase as a separate business unit, with SAP, named Sybase, an SAP company. The Sybase management team will continue to run the business. We, the Executive Board, plan to propose to the Supervisory Board of SAP to appoint the Chairman and CEO of Sybase, John Chen, to SAP’s Executive Board. We will provide more details on merger integration as we move forward.

Now I will hand — now we will have comments from John Chen. Welcome, John.

John Chen — Sybase Inc. — Chairman and CEO

Thank you. Thank you, Werner. And I’m glad to have this opportunity to spend a few minutes here.

At the very outset I want to share with everybody that we are extremely excited about this transaction and I’m certainly honored at the prospect of joining a great Company and the management team. We at Sybase have deep respect for the strength, the technology and especially the culture of SAP.

As Werner mentioned earlier, we have built a strong fundamental business. We have been very consistent in our business execution. We have produced 10 consecutive quarters, record quarters in revenue, profitability and cash flow. And over the last five years we were able to grow our top-line revenue by 9% on an annualized basis and expanded our non-GAAP operating margin from 18% to 30%.

Both Bill and Jim have made references to a very profound change in the landscape of the industry, with the introduction and widespread adoption of mobile technologies. We at Sybase had identified these key trends of mobility and analytics back in 2003 and, at that time, in response to these trends, we aggressively invested in these opportunities. This resulted in the Unwired enterprise strategy, that later became the foundation of the Sybase growth from 2003 to today.

In 2003, mobility was in its infancy. And by embarking on that strategy we took a risk and are very gratified to see that the market has been redeveloped as we had envisioned. Clearly we were mobility pioneers and, as a result, today we enjoy a position as technology and market leaders in that segment.

This year we expect to surpass 400m in revenue for our mobility business. We are also recognized as the mobile technology leaders by key industry analysts. We work closely with many platform vendors, many of those you’ll recognize, Apple, RIM, Google, Microsoft. Earlier this year, we released our Sybase CRM for SAP on a joint development project with SAP on the iPhone and Windows Mobile. We will follow us with a variability of this solution on RIM as well as Android within the next 12 months. And we have just demonstrated, by the way, the solution on the iPad as well.

We also own and operate a network capable of reaching 4b mobile subscribers, through 850 plus operators connected worldwide. We currently deliver 1.5b messages per day over our own network, making us the global leader in interoperated messaging service including such technology as the SMS, everybody knows, MMS technology, the global data roaming technology, GRX as well as the 4G technology IPX.

Let me now highlight our data management capabilities. And Werner and Jim have both mentioned that. We do have about $800m per year in this category, serving roughly about 10,000 enterprise customers around the world. Our database license revenue grew 22% in 2009 and 28% in 2008, while most of our competitors have struggled. We have grown both our traditional transactional database business as well as seen robust growth in analytics.

To summarize, I firmly believe that the principle behind this transaction is growth, like Bill has pointed out. The SAP in-memory technology, in combination of the SAP BusinessObject technology, as well as the Sybase column based architecture will revolutionize how transaction and analytics applications are built in the future.

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May 13, 2010 / 06:00AM GMT, SAP — SAP to Acquire Sybase, Inc.

Further, by combining the market leaders in enterprise applications with the market leadership in enterprise mobility, companies and our customers around the world will be able to run their business from any device, anytime. This will drive obviously a new way of enterprise productivity. I am very optimistic that we can achieve revenue growth as we bring together the strong complementary technologies and leverage our respective key customer base.

That is my prepared remarks. I would like to turn it back to the operator, please.

QUESTION AND ANSWER

Operator

(Operator Instructions). The first question is from Michael Briest from UBS. Please go ahead with your question.

Michael Briest — UBS — Analyst

Yes. Good morning. Thank you. I’m going to guess the success of this deal hinges very much of the in-memory side of things. We can probably understand the mobile piece quite clearly. Can you give us a sense today at SAP how substantial in-memory products are with the Accelerator and Explorer, how significant you would like this to be in say three or five years, and what you’re planning to bring together from the various Sybase and SAP development teams to achieve that success?

And then a second question, just quickly. The chronology of the deal, can you maybe talk about when you started talking? There will be a filing coming out soon which will tell us if anybody else has been involved. It’s just the price does look a decent premium from Sybase’s perspective. Thanks.

Jim Hagemann Snabe — SAP AG — Co-CEO

So Jim here. I will try and give you perspective on the potential of the in-memory technology. As you know, we have been experimenting with this technology for quite a while. And in fact we have already launched products into the market that is leveraging the in-memory technology. We have, as a first product, launched an Accelerator to our BW which gives significant performance booster to existing BW customers.

And we have last year, in fact, launched a product which is called SAP BusinessObjects Explorer which takes full advantage of in-memory computing as well and gives unprecedented computer power and speed in analyzing very large data volumes.

The potential of in-memory computing is huge. We actually believe that this will have a significant impact, not only on analytical applications, but on the entire industry. We see that with in-memory technology the access to information is up to 10,000 times faster than if you have to read the data from a disk. And this of course is not just a normal continuous improvement. It is a true breakthrough. We think that this technology can be leveraged in many different ways. And not just to speed up existing applications, but in fact build applications that were unthinkable in the old world where data was stored on disk.

So with this acquisition, we see two opportunities. First of all, in SAP we can learn more about how to manage data from the Sybase experience of running a database business. And this learning or this know-how is very important for us to progress in the in-memory technology space.

Secondly, we will of course allow now Sybase to leverage the in-memory technology. Sybase already has experience with column based storage and have seen the benefit of that. And their solutions are today on disk. We bring that capability in-memory. And you will understand why this could be a significant boost to the value proposition in the database business of Sybase as well.

John, you want to comment further on that possibility?

John Chen — Sybase Inc. — Chairman and CEO

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May 13, 2010 / 06:00AM GMT, SAP — SAP to Acquire Sybase, Inc.

No, I think you’ve summarized it pretty well. I think there is a lot of opportunity, not only for new applications, but bridging the existing investment that customers have made in the market by combining the in-memory technology and connecting that to the old programming model of the relational database through disk. So I think this becomes a proposition that the customers will relate to, being able to add on new technology and while protecting their current investments. So we’re very encouraged with that potential.

Werner Brandt — SAP AG — CFO

Yes. Maybe I can add one aspect from a financial perspective. Werner here, Michael. If you look to this transaction, we said it will be accretive to our earnings on the EBIT side, on the earnings side, right in the third quarter when we first consolidate this acquisition. So from that perspective, it’s a very good deal for SAP.

In addition, I think we indicated that the synergies will really be top-line driven. And we have a lot of potential regarding the revenue-related synergies. We do not need, to make it simple, any cost synergies in order to make this deal accretive and beneficial from a financial perspective for SAP, the combined organization now. I only add this because this is the foundation financially, and then you have all the strategic components on top which were just explained by Jim.

Michael Briest — UBS — Analyst

Okay. Thank you.

Stefan Gruber — SAP AG — Head of IR

Thank you. Let’s take the next question, please.

Operator

Thank you. The next question is from James Dawson from Morgan Stanley. Please go ahead with your question.

James Dawson — Morgan Stanley — Analyst

Morning guys, and congratulations on the deal. A couple of questions from me. I wonder if you could just break down Sybase’s revenues into the database and the analytics and the mobile parts. I think database and analytics is about $800m and mobile $400m. Is that right?

And what kind of growth rates do you think, on a two or three-year view, each part can give you? Perhaps as well, within database and analytics, can you explain how much of that business is the analytics part, because obviously that one might grow a little bit faster?

And then second, a follow-up question, Werner. I know that cost synergies are going to be quite light. Could you maybe give us a bit of a steer as to potential size? I understand it’s a growth transaction, but that would be helpful. Thanks.

Stefan Gruber — SAP AG — Head of IR

I guess the first question will be taken by John and then the second by Werner.

John Chen — Sybase Inc. — Chairman and CEO

Okay. Let me answer the questions regarding our revenue makeup. We expect to do roughly about [$1.2b] to roughly a little more than that this year, of which about $800m comes from the database business. In the database business, about $300m or so is our license business. And the breakdown at this moment is probably two thirds in the transactional, one third in the analytics world. The $400m of mobility, half of that comes from messaging technologies and the other half comes from mobile middleware technology.

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Final Transcript

May 13, 2010 / 06:00AM GMT, SAP — SAP to Acquire Sybase, Inc.

And the growth rate of the mobile in general, it’s in the 15% to 20% that we have been experiencing. And the growth in the database, well totally license-wise it’s a double-digit growth, roughly about 10%. But the total segment, because there’s a lot of maintenance and professional services revenue in it, roughly growth of about 8% to 10%.

James Dawson — Morgan Stanley — Analyst

Great. Thank you. And Werner, on the synergies?

Werner Brandt — SAP AG — CFO

Yes. On the synergy side, I think if you look to the cost synergies then it’s mainly coming from the integration of the back office functions. That will be the only area where we will see a tighter integration from Sybase into SAP. The rest will be kept, as Bill said, standalone. And I’m not in a position at this point in time — I have to be a bit careful, from a legal perspective, to give you more indications on the amount. We will disclose this when the transaction is closed.

But you can assume, as it’s related to the back office functions, that this is in proportion to what we anticipate as total synergies, including the revenue synergy, really the lesser part. But on top of this, I also expect strong cost savings coming from, for example, the combined purchasing power, integrating Sybase purchasing volume in ours and then getting additional cost savings out of it. So more to come.

It is really the lesser part of the overall synergies we want to realize. It’s really a top-line story. I think we have a huge potential strategically. And we will do everything to capture this huge potential. Of course, if you look to SAP as a whole, without giving up our cost discipline in the combined organization at all.

James Dawson — Morgan Stanley — Analyst

Great. Thanks very much guys, and well done again.

Stefan Gruber — SAP AG — Head of IR

Thank you. Next question please.

Operator

Thank you. The next question is from [Philip Grunsky] from Dow Jones. Please go ahead with your question.

Philip Grunsky — Dow Jones — Analyst

Good morning. This is Philip from Dow Jones. Just a quick question. For how long have you been negotiating the deal and who approached whom in this transaction? Was that SAP approaching Sybase, or the other way around?

Bill McDermott — SAP AG — Co-CEO

Yes. Stefan, you want me to take that?

Stefan Gruber — SAP AG — Head of IR

Yes.

Bill McDermott — SAP AG — Co-CEO

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Final Transcript

May 13, 2010 / 06:00AM GMT, SAP — SAP to Acquire Sybase, Inc.

Yes. So maybe I can just begin by saying that I’ve had the great fortune of knowing John for 12 years. And we have deep admiration for him and his company and the solutions that they offer to customers. And we’ve been jointly offering the Sybase SAP solution combination in the marketplace. And that work has been ongoing.

The conversation about bringing the two companies together began in earnest in early March when we realized how much value there was for customers, meaning what SAP could add to Sybase customers in the form of our in-memory computing breakthrough technology, our analytics, just to name a couple of areas, and what Sybase could do for us in mobility. We think that mobility is the new desktop.

And when you look at that in certain industries, in certain geographies, it’s incredible. When you think about CEOs and what they want to do to tie the core of the office all the way through to the shop floor in terms of business process, work flow and enabling the knowledge workforce, it became immense. And the more we got our teams together and began working since the beginning of March, it became clear that this was the ideal partnership in the IT industry.

John, you want to add to that?

John Chen — Sybase Inc. — Chairman and CEO

No, I think you’ve answered pretty well. Thanks Bill.

Werner Brandt — SAP AG — CFO

And from a — Werner here. From a timing perspective, it only took weeks to get all of our eggs together on both sides. We arranged the financing, as indicated in the press release, during this period of time. And I think this shows the new agility of SAP to really get things done in a very short period of time.

Stefan Gruber — SAP AG — Head of IR

Thank you. Let’s take the next question, please.

Operator

Thank you. The next question is from Mohammed Moawalla from Goldman Sachs. Please go ahead with your question.

Mohammed Moawalla — Goldman Sachs — Analyst

Yes. Good morning. Can you perhaps elaborate a little bit on some of the mobile applications? You said that you’re going to keep the two entities relatively separate. What sort of product integration or product rewrites will be required to deploy some of those SAP applications on mobile devices?

And also in terms of timing, how long would it take before we start to see some of these? And the same would apply in terms of leveraging SAP’s in-memory capability on the Sybase data management side.

Jim Hagemann Snabe — SAP AG — Co-CEO

Maybe I can start. Jim Snabe here. So first of all we already have mobile experiences built by Sybase sitting on top of the SAP applications. We have a CRM product, for instance, in the mobile space. And we have with that demonstrated the ability to — leveraging existing technology to build mobile experiences on top of SAP.

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Final Transcript

May 13, 2010 / 06:00AM GMT, SAP — SAP to Acquire Sybase, Inc.

So you will see us rapidly evolving the mobile experiences on top of SAP. We will be able to do that from SAP as well as from Sybase. And the mobile space is a very dynamic space with lots of changes on the platforms and a lot of individual requirements. So this market we actually think is so big that we can’t even fulfill all the requirements ourselves. And therefore we’ll also work through an ecosystem approach.

With that, maybe comments from you, John, on how you’ve seeing this cooperation work and the technologies we’re using and what you see going forward.

John Chen — Sybase Inc. — Chairman and CEO

Okay, certainly. So we do have, like Jim has talked about, we do have a CRM application that runs on mobile Windows and iPhone that we are shipping today. We do have some very early success on that. We also have a mobile middleware platform to connect with the SAP backend in some of the selected customers around the world. And I have a couple of telco examples on that, telecom examples, that is. So we know that the solution comes together and actually works.

As I pointed out earlier, we’re going to put it on — we’re going to deliver that on RIM devices as well as on the Android device. So these are all forthcoming. We’re probably going to start working on the other modules like the [field force automations] in addition to that. And now the companies coming together, I think the development paths and development schedules, it’s going to be a little more aggressive in that sense.

As far as the in-memory is concerned, we have — Sybase itself, on the transactional side, we have in-memory modules. And that does not require any programming changes, like Jim pointed out. That’s of course already shown tremendous performance, both speed and cost advantages. Now if we shift the SAP in-memory core into the analytic column-based architecture, I think that’s going to be very profound in terms of the performance, especially if we could eliminate or simplify software infrastructures or software stack because of that.

So that will probably come out not too distant in the future. I think both products are ready. We’re shipping on the [IQ] side. So we’ll probably have to come together, if I would have to guess, probably within 12 months.

Philip Grunsky — Dow Jones — Analyst

Okay. Great. Thank you.

Stefan Gruber — SAP AG — Head of IR

Thank you. There’s time for one final question.

Bill McDermott — SAP AG — Co-CEO

Stefan, I would like to add just one thing to that.

Stefan Gruber — SAP AG — Head of IR

Sorry. Bill, go ahead.

Bill McDermott — SAP AG — Co-CEO

You haven’t lived until you’ve seen SAP CRM with BusinessObjects Explorer, which is our real-time in-memory computing technology, being provisioned through an iPad through the Sybase solution. And you watch sales professionals literally run their entire business on it. And Jim and myself and Werner run the entire SAP Company by looking at the business in real time. And that could not be possible without the combination of SAP and the Sybase mobile infrastructure. So it’s breathtakingly beautiful. It’s on the iPad and you can run your entire business on it.

Stefan Gruber — SAP AG — Head of IR

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Final Transcript

May 13, 2010 / 06:00AM GMT, SAP — SAP to Acquire Sybase, Inc.

Thank you Bill. We have now time for one final question, please.

Operator

Thank you. The next question is from Hoi Lam from Citigroup. Please go ahead.

Hoi Lam — Citigroup — Analyst

Good morning and good evening, guys. Thank you for taking my questions. I’ve got two questions. The first one is on the return on investment. So if we look at the FY ‘11 possible accretion by the combination of the two companies, I come to around 4% to 5% of return on investment for FY ‘11. I understand that revenue synergies will drive this up potentially up to the Group level weighted cost of capital. When do you expect that to potentially happen, first of all?

And then secondly, in terms of the drive into both telco and financial services, can you give me some indication of what kind of advantages you’re getting through this deal in terms of penetrating those two verticals? And where do you expect those two verticals to be as percentage of revenues in a couple of years’ time. Thank you.

Werner Brandt — SAP AG — CFO

Yes. Werner here. I’ll take the first question, but honestly I haven’t understood the question.

Hoi Lam — Citigroup — Analyst

If I combine the two companies together on a proforma basis for FY ‘11, based on consensus, and take into account of basically the cost of capital for the debt, then I come to, basically, net earnings return of around 4% on the $5.8b deal kind of cost. And I just wondered that the 4% is obviously lower than the weighted cost of capital for SAP as a Group. And I wonder how and when the earnings accretion might take that up to the Group weighted cost of capital of, let’s say, around 9% to 10%.

Werner Brandt — SAP AG — CFO

Yes. That is a detail I do not have available. Can we follow up on this one and I will provide you the answer next week?

Hoi Lam — Citigroup — Analyst

Excellent. Thank you.

Jim Hagemann Snabe — SAP AG — Co-CEO

Jim here. I can talk a little bit about the industries you mentioned. We actually have seen in SAP a pretty strong growth in financial services over the last 12 to 24 months. We see financial services institutes realizing the need for standardization as well as real-time information across multiple systems. And therefore they are investing now in SAP.

If you combine that with a very strong customer base that we have in Sybase in the financial services sector, you see the opportunity is large. We can, with this transaction, address both customers who want to standardize, as well as customers who continue with own development because of the database business and analytics of Sybase.

Add to that the whole mobile banking capability, the opportunities are big. We expect very high growth rates. And how big a portion that means for the entire Group is hard to say at this time, but probably increasing share.

Stefan Gruber — SAP AG — Head of IR

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Final Transcript

May 13, 2010 / 06:00AM GMT, SAP — SAP to Acquire Sybase, Inc.

Okay. Thank you, Jim. This concludes our conference call for today. Thank you all for joining. And we hope to see all of you at our SAPPHIRE NOW conferences next week in both Orlando and Frankfurt. Thank you for joining and goodbye.

Operator

Thank you, ladies and gentlemen. This does conclude today’s presentation from SAP investor and media conference call. You may now disconnect.

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EX-99.A.5.E

Exhibit (a)(5)(E)

Sybase Q&A

Top 10 Media Questions

1. Why did SAP acquire Sybase?

First, the acquisition of Sybase will give our customers significant value due to the synergies between the two companies.

• The transaction will help companies run better through real-time decision making made possible by the combination of SAP business and analytics software and in-memory technology and Sybase’s mobile infrastructure and data management solutions.

• Customers will be able to connect workers to the applications, functionality and information they need to perform their jobs better using any device.

• Customers will also be able to deal with an explosion of data and quickly apply analytics to make information more consumable to workers, so they can make faster and better decisions across the company.

Second, the move has a strategic benefit for SAP and Sybase.

• SAP will be able to accelerate the reach of SAP^® solutions across mobile platforms and realize its in-memory computing vision. It will drive higher user adoption of SAP software and unlock significant business value out of existing SAP investments.

• It will also increase SAP’s addressable market, giving SAP access to 4 billion mobile users, excellent solutions in strategic industries such as retail, communications and financial services and strengthening SAP’s presence in fast-growth markets such as China.

• For Sybase, breakthrough in-memory technology from SAP will provide a dramatic performance improvement to analytic processing capabilities.

• Sybase’s database products will be enhanced by SAP in-memory technology.

• Sybase will be able to bring its expertise in complex event processing and analytics, which has been in the financial sector, to customers in other industries and product areas in which SAP has a strong presence.

Third, the move will further spur product innovation. The synergies will:

• bring SAP applications (on-premise and on-demand) with far greater speed and efficiency to any device

• accelerate a next-generation platform for business intelligence and performance management applications (i.e. EPM and any future planning applications)

• offer a powerful combination of the Sybase IQ products with SAP’s column-based/in-memory assets for future SAP applications on premise and on demand

2. Do you need Sybase to fuel your double digit growth ambition?

We have always stated that we can be a double digit-growth company through organic growth and tuck-in acquisitions. Larger transactions such as Business Objects and Sybase will surely help us achieve that goal as well.

3. Sybase’s current customer base is largely in the database space (70 percent of its business, in fact), which is not a traditional SAP product focus. Will the database business be maintained? Is SAP trying to go head-to-head in the database market against vendors like Oracle?

As part of SAP, Sybase will maintain its competitive position in the database market. Additionally, Sybase’s strong set of database products will be strengthened by SAP’s in-memory technology. At the same time, SAP will continue with its commitment to support leading database vendors. As with the Business Objects transaction, we plan to leverage the opportunity to reach significant numbers of non-SAP customers.

4. Why such a focus on mobility?

Our product strategy recognizes that our customers are increasingly driven by the needs of employees who want full access to business applications at any location, on any device. According to IDC, the number of smart (“converged”) mobile devices shipped every year will grow at rates close to 20 percent to reach 439.4 million units in 2014.

As a result, we built a product strategy that recognizes the mobility requirements of modern business, which must be integrated across on demand and on premise applications. SAP’s value proposition is to orchestrate these layers to

provide true end-to-end business process integrity and consistency. This transaction accelerates our on-device ambitions, providing access to SAP applications from millions of mobile devices.

5. You have stated for a long time that SAP is a proponent of organic growth and would not make large acquisitions, buy market share or buy customers. Is this a change in that strategy? If so, can we expect more of these types of acquisitions?

We have always said that we will continue to invest in organic growth but also look for opportunities to complement our portfolio and offer additional value to our 100,000 customers worldwide. With this transaction, SAP extends its market leadership, combining the world’s best business solutions with the most powerful mobile infrastructure platform, and enables SAP solutions to reach a much wider user base among hundreds of millions of business people who use mobile devices. We have stated many times in the past that if a larger acquisition made both strategic and financial sense, we would not be averse to doing such an acquisition.

6. Has Oracle’s successful acquisition strategy played any role in your decision to acquire Sybase?

SAP has remained focused on a growth strategy that acquires innovation in support of long-term organic growth. With the Sybase transaction, we are acquiring new innovation that will rapidly accelerate the value we can bring to customers, which will in turn increase demand for our solutions and support our growth.

We think our approach of focusing on innovation and providing the most consistent portfolio offering, the broadest business network expertise and a very powerful ecosystem best serves our customers.

7. Every big software acquisition takes longer and is more disruptive than originally thought. Why is this any different?

SAP has clearly demonstrated its ability to successfully integrate acquired companies with Business Objects. In the case of Sybase, there are many synergies between the two companies’ technologies that will catalyze a new level of innovation and value for our customers. We have demonstrated these synergies through a productive partnership with Sybase already. See link here.

In addition, we will operate Sybase separately yet support both organizations through shared services.

8. SAP still hasn’t delivered on the full value of the Business Objects acquisition and hasn’t historically completed large acquisitions — why this acquisition now, and how does SAP intend to make this successful?

We have demonstrated that we can acquire and successfully integrate an acquisition. Our strong quarterly earnings were based in part on strong results from rapidly expanding demand for SAP BusinessObjects solutions. In fact, the addition of Business Objects to the SAP portfolio significantly increases the strategic potential of the Sybase acquisition to create new value for our customers.

9. SAP has an end-to-end business intelligence and mobility solution. What added functionality is SAP getting from Sybase?

By coming together, SAP and Sybase will accelerate the process of bringing SAP software onto any device at any time. As the global leader for SMS and MMS interoperability with reach to 850+ mobile operators, 4 billion subscribers and the processing of more than 1.4 billion messages per day, Sybase offers deep expertise and innovation in delivering software to mobile customers.

Investor Relations FAQ

Strategic Questions

10. What is the crown jewel of this deal? What’s Sybase’s crown jewel?

• All of Sybase’s businesses are important to SAP and we plan to keep the Sybase businesses fully intact within SAP.

• However, we believe that the mobile market provides us with the most significant growth opportunity and that the mobile platform will be important to accelerate SAP’s strategy to become the leader in the “on device” market.

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• With the acquisition of Sybase, SAP will own a complete and fully integrated heterogeneous platform in the mobile industry from which SAP and its partners can develop and deliver a broad set of applications to mobile users on multiple platforms.

11.	Why did you acquire Sybase after having such a successful partnership? What’s the benefit of the acquisition versus the partnership?
	Sybase has been a key co-innovation partner with SAP for more than a year. This past March, SAP and Sybase delivered the mobile CRM application they promised in 2009 as well as two new applications.
	SAP’s strategy recognizes the increasing importance of mobile devices and in-memory technology in the way business will be conducted in the future. This transaction will build on our successful partnership with Sybase and bring the two information technology (IT) leaders together to achieve a common goal: to enable companies to become “unwired enterprises,” in which critical information and applications are available on any device, at any time. As a result, we will accelerate the reach of SAP® solutions across mobile platforms and the realization of SAP’s in-memory computing vision, driving higher user adoption of SAP software and unlocking significant business value out of existing SAP investments.
12.	What does Sybase have that another middleware company could not bring to you (e.g. Tibco or Syclo)?

• Sybase is the leader in the mobile infrastructure market — there is no other company with a mobile platform as complete as Sybase.

• With the acquisition of Sybase, SAP immediately becomes the leader in the mobile market, giving us the ability to develop and deliver our mobile enterprise applications on many different devices. We can now extend our reach to millions more users.

• We already had a successful partnership with Sybase — we know the company and their products very well.

13. Why are you going into the database business? Does this validate Oracle’s strategy of selling the entire stack?

• The addition of Sybase’s database business will accelerate the reach of SAP solutions across mobile platforms and the realization of SAP’s in-memory computing vision. We have no ambition to own the entire stack of hardware and software. In fact, we believe this acquisition will transform and reduce the stack over time, with significant benefits for our customers in efficiency and business value.

• The combination of Sybase’s industry-leading mobile platform and the potential of its database technology for realizing SAP’s in-memory computing vision offer tremendous potential to SAP and its customers.

• We have no intention of entering the “stack war.” Consistent with our growth strategy, we’re looking for acquisitions of complementary solutions in areas adjacent to our core competencies, where we can bring to bear our competitive advantages.

14. Does this transaction mean your acquisition strategy has changed?

• No, SAP’s acquisition strategy has not changed. Consistent with our growth strategy, we’re looking for acquisitions of complementary solutions in areas adjacent to our core competencies, where we can bring to bear our competitive advantages.

• We have stated many times in the past we will primarily look for smaller, tuck-in acquisitions but also larger transactions when they make strategic and financial sense. Sybase is a great example of such a ‘larger’ acquisition.

15. Why do you want to run Sybase as a separate unit and not fully integrate the business into SAP?

• We believe that the best organizational structure is to run the Sybase area as a separate unit within SAP as we did and continue to do with Business Objects.

• There may also be some SAP functions that will move into the newly established business unit, and eventually there likely will be integration of certain products. We are evaluating the organizational structure, and will have more to say after this process is complete.

16. Who is responsible at SAP for making this acquisition work? What are the key milestones you see? If you succeed, how can we measure whether the integration is working?

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• As part of this acquisition, Sybase will operate as a standalone unit under the name “Sybase, an SAP Company.” Sybase will be responsible for SAP’s enterprise data management and mobility business. Sybase’s management team will continue to run the business. The SAP in-memory team will continue its current mission.

• The SAP Executive Board plans to propose to the Supervisory Board to appoint Sybase Chairman and CEO, John Chen, to the SAP Executive Board.

• Support integration will be evaluated, including evaluation of any unique processes so a determination can be made as to our ability to leverage global SAP support.

Financial Questions

17. What is the value of this deal?

Please refer to the press release for details of the deal.

18. The price you have offered is a significant premium to Sybase’s historic trading value. How do you justify this?

The combined entity should have greater revenue and cost synergies than two standalone entities. Our analysis shows increased margins being generated by increased revenues and cost synergies, thereby justifying the purchase price.

19. Do you anticipate any regulatory issues related to this transaction?

Although the transaction will require anti-trust approval by the US and EU, as well as tender offer filings with the Securities Exchange Commission in the US, we do not expect any regulatory issues.

20. How does the transaction affect SAP’s current financial guidance?

We cannot comment on guidance until the deal is closed. Once that occurs, we will update the guidance if necessary at the most appropriate time.

21. In what areas do you expect to generate cost and revenue synergies, where and over which time period will they result from?

• Increasing combined efficiency of sales and marketing

• Cost efficiencies

• Cross-selling opportunity

Government Affairs FAQ

22. What regulatory approvals are required for the completion of the transaction?

Completion of the tender offer is conditioned upon the receipt of antitrust approvals in the US and the EU.

Upon commencement of the tender offer, SAP will file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission. The Schedule TO will include an offer to purchase that describes the terms and conditions of the tender offer. Sybase will also file a solicitation/recommendation statement on Schedule 14D-9.

Additional Questions on Strategy

23. What will the combined SAP and Sybase offer?

The combination will bring the two information technology (IT) leaders together to achieve a common goal: to enable companies to become “unwired enterprises,” in which critical information and applications are available on any device, at any time. Customers will have the ability to take the explosion of data and harness it in a way that is consumable by employees using any device. Employees will be able to make faster, more informed decisions and companies will benefit from greater productivity, agility and growth.

24. Why will this transaction provide value based on Sybase’s current position in the database market?

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By bringing together SAP’s in-memory technology and Sybase’s strong set of database products, we will be able to further innovate the traditional database market with integrated and transactional analytical capabilities without disrupting Sybase customers’ current investments. We will also continue to add to, build and support Sybase’s traditional database business.

25. How will SAP be differentiated from the competitive landscape after this acquisition?

SAP will be the only company able to deliver a full suite of enterprise software and next-generation business intelligence on any device, at any time, harnessing the power of Sybase’s industry-leading mobile platform.

Additional Questions on Company and Product Integration

26. Is there any overlap in the two companies’ solutions and will you eliminate product offerings? Will SAP end-of-life any products?

While SAP may have some products that perform functions similar to Sybase’s, there is no commercial overlap in SAP’s and Sybase’s products. We do not currently compete with Sybase because SAP’s products are embedded and not sold separately. We will continue to expand and innovate both SAP and Sybase product offerings. Detailed product road maps will be available as regulatory approvals are obtained and the transaction closes.

27. How does this acquisition relate to SAP’s overall strategy in the BI segment?

This acquisition supports SAP’s overall strategy in the business intelligence segment by enabling our BI solutions and analytics to be mobilized on any device and by increasing the addressable customers for our BI solutions.

28. Will Sybase’s products continue to run on its own platform? Or will Sybase’s products now be integrated into the SAP NetWeaver platform? If so, how long will the transition take?

Sybase’s products will run on its own platform. Sybase will continue to interface with SAP Mobile Gateway and continue to be part of the SAP Co-Innovation Platform.

29. Originally, SAP planned to build within SAP NetWeaver its own mobile infrastructure. What impact will this have on these plans?

These plans were changed in 2009, when SAP decided to focus its mobile efforts on enabling SAP applications to be used and extended by partners.

30. Do you anticipate new offerings being rolled out in 2010 as a result of the acquisition?

More details about future our road map will be shared after the acquisition is final.

31. Will SAP continue to support Sybase customers?

Yes.

32. What will happen to Sybase’s management team and employees?

Sybase will operate as a standalone unit under the name “Sybase, an SAP Company” and will be responsible for SAP’s enterprise data management and mobility business. Sybase’s management team will continue to run the business. The SAP Executive Board plans to propose to the Supervisory Board to appoint the chairman and CEO of Sybase to the SAP Executive Board. The SAP in-memory team will continue its current mission.

33. What does this acquisition mean for SAP’s ecosystem strategies, and overall systems integrators?

With the acquisition, our ecosystem strategy remains the same. The move will bring a new field of opportunity for our partners to explore ways in which we can co-innovate on offerings focused on the mobile enterprise for our joint customers.

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34. Is Sybase an SAP partner today? What is the status of our partnership?

Sybase has been a key co-innovation partner with SAP for more than a year. This past March, SAP and Sybase delivered the mobile CRM application they promised in 2009 as well as two new applications.

Additional Information

This Q&A is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Sybase’s common stock described in this Q&A has not commenced. At the time the offer is commenced, Sheffield Acquisition Corp., a subsidiary of SAP America, Inc., will file a tender offer statement on Schedule TO, with the U.S. Securities and Exchange Commission (SEC), and Sybase will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials and all other documents filed with respect to the tender offer with the SEC will be available at no charge on the SEC’s web site at www.sec.gov. The tender offer statement and related materials may be obtained for free by directing such requests to SAP AG, Attention: Stefan Gruber, Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany , Telephone: +49 6227 744872. The solicitation/recommendation statement and related documents may be obtained for free by directing such requests to Sybase, Inc., Attention: Dan Cohen, One Sybase Drive, Dublin, CA 94568, Telephone: +1-925-236-5000.

Forward-Looking Statements

This release contains forward-looking statements that involve risks and uncertainties concerning the parties’ ability to close the transaction and the expected closing date of the transaction, the anticipated benefits and synergies of the proposed transaction, anticipated future combined operations, products and services, and the anticipated role of Sybase, its key executives and its employees within SAP following the closing of the transaction. Actual events or results may differ materially from those described in this release due to a number of risks and uncertainties. These potential risks and uncertainties include, among others, the outcome of regulatory reviews of the proposed transaction, the ability of the parties to complete the transaction, the failure to retain key Sybase employees, customer and partner uncertainty regarding the anticipated benefits of the transaction, the failure of SAP and Sybase to achieve the anticipated synergies of the proposed transaction and other risks detailed in Sybase SEC filings, including those discussed in Sybase’s quarterly report on Form 10-Q for the quarter ended March 31, 2010, which is on file with the SEC and available at the SEC’s website at www.sec.gov. Sybase is not obligated to update these forward-looking statements to reflect events or circumstances after the date of this document.

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should” and “will” and similar expressions as they relate to SAP are intended to identify such forward-looking statements. SAP undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect SAP’s future financial results are discussed more fully in SAP’s filings with the U.S. Securities and Exchange Commission (“SEC”), including SAP’s most recent Annual Report on Form 20-F filed with the SEC. Statements regarding the expected date of closing of the tender offer, and expected integration, growth and improved customer service benefits are forward-looking statements and are subject to risks and uncertainties including among others: uncertainties as to the timing of the tender offer, the satisfaction of closing conditions, including the receipt of regulatory approvals, whether certain industry segments will grow as anticipated, the competitive environment among providers of software solutions, and difficulties encountered in integrating companies and technologies. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

(*) SAP defines business software as comprising enterprise resource planning, business intelligence, and related applications.

Copyright ^© 2010 SAP AG. All rights reserved.

SAP, R/3, mySAP, mySAP.com, xApps, xApp, SAP NetWeaver and other SAP products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of SAP AG in Germany and in several other countries all over the world. All other product and service names mentioned are the trademarks of their respective companies. Data contained in this document serve informational purposes only. National product specifications may vary.

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