0001193125-11-329403.txt : 20111205 0001193125-11-329403.hdr.sgml : 20111205 20111205061935 ACCESSION NUMBER: 0001193125-11-329403 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 20111205 DATE AS OF CHANGE: 20111205 GROUP MEMBERS: SAP AMERICA, INC. GROUP MEMBERS: SATURN EXPANSION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SuccessFactors, Inc. CENTRAL INDEX KEY: 0001402305 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943398453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-83665 FILM NUMBER: 111241878 BUSINESS ADDRESS: STREET 1: 1500 FASHION ISLAND BLVD., SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: (650) 645-2000 MAIL ADDRESS: STREET 1: 1500 FASHION ISLAND BLVD., SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAP AG CENTRAL INDEX KEY: 0001000184 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: DIETMAR-HOPP-ALLEE 16 CITY: WALLDORF STATE: 2M ZIP: 69190 BUSINESS PHONE: 0114962277 MAIL ADDRESS: STREET 1: DIETMAR-HOPP-ALLEE 16 CITY: WALLDORF STATE: 2M ZIP: 69190 FORMER COMPANY: FORMER CONFORMED NAME: SAP AKTIENGESELLSCHAFT SYSTEMS APPLICATIONS PRODUCTS IN DATA DATE OF NAME CHANGE: 19960807 SC TO-C 1 d265238dsctoc.htm PRELIMINARY COMMUNICATION MADE BEFORE COMMENCEMENT OF TENDER OFFER Preliminary communication made before commencement of tender offer

 

 

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

 

 

SuccessFactors, Inc.

(Name of Subject Company)

Saturn Expansion Corporation

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,

(Title of Class of Securities)

864596101

(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:

A. Peter Harwich

Allen & Overy LLP

1221 Avenue of the Americas

New York, NY 10020

Telephone: (212) 610-6300

Calculation of Filing Fee

 

 

 

Transaction Valuation   Amount of Filing Fee

Not applicable

  Not applicable

 

 

¨ 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

 

x 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:

 

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

 

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

 

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

 

  ¨ 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:  ¨

 

 

 


SCHEDULE TO

This Tender Offer Statement on Schedule TO is being filed by SAP AG, a stock corporation organized under the laws of Germany (SAP), SAP America, Inc., a Delaware corporation (SAP America), and Saturn Expansion Corporation, a Delaware corporation and a wholly owned subsidiary of SAP America, pursuant to General Instruction D to Schedule TO.

Additional Information

This communication is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of SuccessFactor’s common stock described in this communication has not commenced. At the time the offer is commenced, Saturn Expansion Corporation, a subsidiary of SAP America, SAP America and SAP will file a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission (SEC), and SuccessFactors will file a Solicitation/ Recommendation Statement on Schedule 14D-9 with the SEC, with respect to the tender 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, when available, 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, when available, may be obtained for free by directing such requests to SuccessFactors, Inc., Attention: Hillary B. Smith, 1500 Fashion Island Blvd., Suite 300, San Mateo, California, Telephone: (650) 645-2000. In addition, free copies of the Tender Offer Statement and related materials and the Solicitation/Recommendation Statement, when available, may be obtained from the information agent for the tender offer.

ITEM 12. EXHIBITS

 

(a)(5)(A)*   Joint press release issued by SAP AG and SuccessFactors, Inc. dated December 3, 2011
(a)(5)(B)   Script of financial analyst and press call by senior management of SAP AG and SuccessFactors, Inc. held on December 3, 2011
(a)(5)(C)   SAP AG spokesperson FAQ dated December 3, 2011
(a)(5)(D)   SAP customer letter dated December 3, 2011
(a)(5)(E)   SAP partner portal message dated December 3, 2011
(a)(5)(F)   SAP CEO employee FAQ dated December 3, 2011
(a)(5)(G)   SAP CEO employee email dated December 3, 2011
(a)(5)(H)   SAP On-demand team email dated December 3, 2011
(a)(5)(I)   SAP news article for corporate portal dated December 3, 2011
(a)(5)(J)  

Email from the Employee Representatives of the Supervisory Board to SAP Employees in Germany

 

* Previously filed


EXHIBIT INDEX

 

Exhibit No.

 

Exhibit

(a)(5)(A)*   Joint press release issued by SAP AG and SuccessFactors, Inc. dated December 3, 2011
(a)(5)(B)   Script of financial analyst and press call by senior management of SAP AG and SuccessFactors, Inc. held on December 3, 2011
(a)(5)(C)   SAP AG spokesperson FAQ dated December 3, 2011
(a)(5)(D)   SAP customer letter dated December 3, 2011
(a)(5)(E)   SAP partner portal message dated December 3, 2011
(a)(5)(F)   SAP CEO employee FAQ dated December 3, 2011
(a)(5)(G)   SAP CEO employee email dated December 3, 2011
(a)(5)(H)   SAP On-demand team email dated December 3, 2011
(a)(5)(I)   SAP news article for corporate portal dated December 3, 2011
(a)(5)(J)  

Email from the Employee Representatives of the Supervisory Board to SAP Employees in Germany

 

* Previously filed
EX-99.(A)(5)(B) 2 d265238dex99a5b.htm SCRIPT FINANCIAL ANALYST AND PRESS CALL Script financial analyst and press call

Exhibit (a)(5)(B)

 

Acquisition of SuccessFactors

Investor and Press Conference Call

December 3, 2011

Bill McDermott

Jim Hagemann Snabe

Vishal Sikka

Werner Brandt

Lars Dalgaard

STRICTLY CONFIDENTIAL

SAP Investor Relations


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

STEFAN GRUBER

Good evening or good afternoon, this is Stefan Gruber, Head of Investor Relations at SAP AG. Thank you for joining us to discuss today’s announcement of SAP’s acquisition of SuccessFactors. I am joined by SAP Co-CEOs Bill McDermott and Jim Hagemann Snabe, by SAP CFO Werner Brandt, by SAP Executive Board Member Vishal Sikka and Lars Dalgaard, Founder and CEO of SuccessFactors.

Before we begin the call I will read a few preliminary legal notices.

The tender offer for shares of SuccessFactors described in this conference call 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 commences, SAP will file a tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) with the U.S. Securities

 

2


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

and Exchange Commission (SEC) and SuccessFactors will file with the SEC a solicitation/recommendation statement with respect to the offer. Stockholders of SuccessFactors 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 SuccessFactors at no expense to them. These documents will be available at no charge on the SEC’s web site at http://www.sec.gov.

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

 

3


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

SuccessFactors, 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 SuccessFactors and SAP with the SEC, including those discussed in SuccessFactors’ quarterly report on Form 10-Q for the quarter ended September 30, 2011, and SAP’s annual report on Form 20-F as well as the press release issued today, each of which is on file with the SEC and available at the SEC’s website. Neither SAP nor SuccessFactors 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 the conference call to about 30 minutes. Also, I would like to ask you to limit your questions to the acquisition announcement we’ve made today.

Let me now turn the call over to Bill McDermott.

 

4


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

BILL McDERMOTT

Thank you, Stefan and thank you for joining us on today’s call.

We are pleased to announce a bold step forward in achieving our cloud aspirations with our intent to acquire SuccessFactors. This is a strategic move for SAP, for SuccessFactors, our customers and the entire cloud.

The cloud is a key pillar of SAP’s growth strategy. This move will significantly accelerate the momentum we already have as a provider of cloud applications, platform and infrastructure. It also allows us to exceed our 2015 target of €20 billion while staying committed to a 35% operating margin.

With the addition of SuccessFactors to our portfolio, we will gain immediate strength and leadership presence in the fast-growing segment of cloud-based applications for people and talent management – a top priority for CEOs globally. The combination of SuccessFactors and SAP will create a cloud powerhouse.

 

5


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

According to Gartner HCM products are expected to reach $10 billion by 2015. Talent Management alone is expected to reach $4.5 billion – with 75% of available solutions expected to be cloud-based. This market is just at its beginning.

SuccessFactors gives us the number one Human Capital Management solution in the cloud. The company has grown by more than 50 percent in the first 9 months of the year. Together with SuccessFactors’ widely respected team and its deep experience in building and bringing to market scalable cloud solutions we see tremendous upside to create new business opportunities:

 

   

SuccessFactors already has 15 million subscription users at companies of all sizes. The largest CRM on demand company only has 3 million.

 

   

SuccessFactors has proven deployments in SAP environments in diverse industries. Take Siemens as an example of the potential: They use the web-based business software for their 420,000 employees.

 

6


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

 

   

SuccessFactors has a very loyal customer base. It generates 60 percent of its revenue from its existing customer base.

 

   

90 percent of its growth is organic, proving SuccessFactors’ power to innovate and scale.

 

   

SuccessFactors’ has a broad global footprint. Its solutions are deployed by businesses in more than 60 industries and in all major markets worldwide.

 

   

Our customers currently only make up 14% of SuccessFactors’ customer base leaving tremendous potential upside for the more than 500 million employees of SAP’s customers.

 

   

The combination of SuccessFactors’ strong cloud go to market capabilities with our leading enterprise software sales force creates an unbeatable force.

SuccessFactors’ leadership in cloud-based HCM applications is a credit to its team of cloud professionals. According to analysts, the company’s annual revenue is expected to approach $400 million in 2012. They not only are succeeding

 

7


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

across the globe in delivering innovative technology for the cloud – they truly understand the go-to-market dynamics in the fast evolving cloud space and are one of the fastest-growing cloud companies based on 10 years of on-demand expertise.

We are very excited to welcome Lars and his team to SAP. They will provide leadership and expertise to accelerate our cloud strategy.

Let me conclude my remarks by stating that the SAP growth strategy is firing on all cylinders. While our growth remains primarily organic, where we can innovate better and faster for our customers through acquisition and lead in a category consistent with our strategy, we take action – in this case to become a new cloud powerhouse.

We are resolute in our commitment to our mutual customers, partners and employees and are accelerating our momentum as an amazing growth company.

 

8


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

Over to you Jim.

JIM HAGEMANN SNABE

Thank you Bill and welcome everybody.

We always said that we would drive growth through innovation and seek acquisitions to accelerate our pace to the future. Our strategy focuses on innovation in four categories: our core business, in-memory, mobile and the cloud.

Because of our focus on innovation, we are the leader today in three of these categories:

 

   

In the core, where SAP helps companies in 24 industries most effectively manage their resources, we are accelerating our leadership by delivering new innovations every quarter and have extended maintenance of our flagship business suite to 2020.

 

9


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

 

   

In mobile, where we bring enterprise solutions to users anytime and anywhere in a secure fashion, we have delivered 40 mobile applications this year and our partners have built more than 100 using the Sybase Unwired Platform.

 

   

And with in-memory, our next generation architecture that allows companies to analyze big data at the speed of thought and to instantly react to changes, we are one and a half years ahead of the competition. HANA is revolutionizing the industry because it is the only pure in-memory based infrastructure available.

Our existing powerful cloud innovations combined with SuccessFactors’ solutions will also allow us to lead in the cloud:

With SAP Business ByDesign, we offer the most modern and complete cloud suite in the market. ByDesign addresses mid-sized companies who want to run their entire business in the cloud. We are getting excellent feedback from both customers and analysts on the functionality of ByDesign and will reach our goal of 1000 customers by the end of the year.

 

10


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

In addition much of the cloud market today is a line of business market. These solutions focus on targeted functionalities and very specific business-users. While companies appreciate the simplicity of focused cloud solutions, they increasingly require integration with their core on premise applications. They realize that in a world of hybrid solutions, they will get most value when they integrate on premise, cloud and mobile.

That is where SAP comes in with the acquisition of SuccessFactors. We will be the only company that can offer end-to-end processes integrating world-class line of business cloud offerings with the most respected on premise solutions available.

SuccessFactors also gives us the strength a leader in the cloud space with 10 years of experience. Their leadership and expertise will complement and accelerate our line of business

 

11


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

cloud offerings like Sales on Demand, Travel and Expense Management on Demand, and Sourcing on Demand. The addressable market for cloud solutions will be €22 billion by 2015. Together with SuccessFactors we are in a perfect position to win in this market.

Let me reiterate what Bill said: We are excited to welcome Lars and his team to SAP. We will ask Lars to lead our cloud business in addition to his responsibility as CEO of SuccessFactors. SuccessFactors will remain independent and be named “SuccessFactors, an SAP company.” The chairman of our supervisory board, Hasso Plattner, recommended that Lars Dalgaard be appointed to the executive board of SAP.

Let me now turn it over to Vishal.

Thanks Jim,

Success Factors helps us dramatically accelerate our cloud strategy. Our emerging architecture - with HANA at its core as

 

12


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

the full data layer and both - the Business ByDesign based application platform for core applications and our Java platform as a service for EDGE applications – are leveraging HANA and mobility fits perfectly with SucessFactors.

One thing we are particularly excited about which Lars told me when we met, is the amazing analytics that Success Factors has and with HANA we can simply revolutionize this important area, just as HANA is already doing this at our existing customers.

Success Factors already integrates with our core applications at many customers including major ones like Hilti, Siemens, or Procter and Gamble seamlessly. So we are very excited about bringing together our companies to not only change the game in cloud computing but leading the future of enterprise computing.

And with that I will hand it over to Werner.

 

13


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

WERNER BRANDT

Thank you, Vishal.

SAP is buying a strong business. SuccessFactors is the leader in their area of solutions. And from a revenue perspective they are growing at rates faster than the key players in their segment.

The transaction is expected to close in the first quarter of 2012 and be slightly dilutive to SAP’s earnings per share in 2012 on a non-IFRS adjusted basis and accretive thereafter. We expect the combination to deliver synergies through revenue enhancements driven by significantly increased go-to-market expertise, development capabilities for our cloud portfolio, and the realization of cost efficiencies. With SuccessFactors we will be able to exceed our 2015 objective of €20 billion in revenue while keeping our promise to deliver a 35% non-IFRS operating margin.

 

14


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

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

Following the close of the offer, our primary focus will be to drive merger-related revenue and cost synergies.

Now we will have comments from Lars.

 

15


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

LARS DALGAARD

Thank you, Werner, Vishal, Jim, and Bill.

This is an incredibly exciting day for SuccessFactors, for our customers, our partners and our employees. Over the last 10 years, we’ve built one of the largest Cloud Business Application companies in the world and we have been one of the fastest growing companies on the planet. As Bill, Jim and Werner mentioned, we have deep domain expertise in building, selling and implementing cloud applications as evidenced by our 16 public quarters of meeting or beating growth expectations.

Our cloud applications and platform are in use by over 15 million subscribers at some of the largest, and smallest, companies in the world. We believe that is the most Enterprise Paying Users of any business cloud application company. But SuccessFactors not only has found the way to operate the cloud for the largest companies, we have also implemented more products by customer on average than any cloud

 

16


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

company. And finally we have understood how to innovate for growth, by generating 80% of new sales from products that didn’t exist just 5 years ago.

This ability to scale to any size company in the cloud - building, selling and deploying multiple products - is the DNA with which we will accelerate SuccessFactors core and all of SAP’s very impressive cloud assets from their deep heritage of driving business applications at 176,000 companies worldwide.

I can tell you that the world is ready for enterprise applications in the cloud. People want cloud. We’ve been doing this for 10 years and the cloud revolution is only just hitting its tipping point. NOW is the time to take this game to the next level. With SAP, we can bring the incredible value of enterprise cloud applications to all businesses. We feel like we are able to shorten our total roadmap by 10 years. We can’t wait to bring all these opportunities to our customers and the rest of the world.

 

17


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

Our customers are using our applications to change how they execute their business. Together with SAP, we can accelerate and deliver new innovations in a way that will be even more game changing.

I have had the opportunity to spend time with the SAP senior management team. They share our cloud vision, they have a similar culture of excellence and customer-centricity to us and they have a shared vision for how big and disruptive this opportunity is.

We’ve had an incredible ride the past 10 years, but we’re only getting started and the opportunity is still just emerging. Our mission is to improve how every company in the world gets work done and drive people’s love for their work. And we just got the biggest turbo-boost for that mission. With SAP, we, our employees and our partners, have the opportunity to transform the business software market, deliver the power of the cloud to customers all over the world, and create new innovations that customers and users are going to love.

 

18


SAP Investor Relations – Acquisition of SuccessFactors – December 3, 2011

 

Whether using HANA to make all of our applications faster, or massively expanding our payroll and system of record cloud product, or driving workforce analytics and many more applications - this is an irresistible opportunity, that we can’t wait to help lead aggressively.

It has been overwhelming how the people I work with have gone from being 100% motivated and excited to even more fired-up. My favorite executive e-mail back to me was simply: WOW WOW WOW.

With that I’ll turn it back over to Stefan for questions.

 

19

EX-99.(A)(5)(C) 3 d265238dex99a5c.htm SAP AG SPOKESPERSON FAQ SAP AG spokesperson FAQ

Exhibit (a)(5)(C)

LOGO

Success Factors Q&A

 

1. Why did SAP acquire SuccessFactors? How does it fit into SAP’s cloud strategy?

The cloud is a core pillar of SAP’s growth strategy. This acquisition will complement our strong cloud assets and accelerate the momentum we already have with our cloud based applications, platform and infrastructure.

With SuccessFactors we gain immediate strength in the fast-growing segment of cloud applications for people and talent management – a top priority for CEOs globally. The combination of SuccessFactors and SAP will create a cloud powerhouse.

With SuccessFactors we have the most complete cloud offering for our customers. SuccessFactors is the market leader in Human Capital Management (HCM). HCM is one of the fastest growing market segments in the cloud apps space. In addition, SuccessFactors’ solutions are complementary to SAP’s core enterprise HR applications, to our SAP Business ByDesign cloud suite and to our line-of-business cloud solutions for large enterprises.

SuccessFactors’ industry-leading cloud expertise and its widely respected leadership team will complement our end-to-end solutions to meet any deployment preference – on-premise, in the cloud or on device.

 

2. How will this affect your outlook for growth?

This transaction will help us drive our long-term growth ambitions. Our focus remains on growth through innovation, and we have proven that we can innovate organically and through acquisition of attractive technologies to lead in the categories that we chose to focus on.

This move will significantly accelerate the momentum we have as a provider of cloud applications, platform and infrastructure. It also allows us to exceed our 2015 target of €20 billion and to reach 1 billion people by 2015 while staying committed to a 35% operating margin

SuccessFactors has 15 million users at companies of all sizes, and its technology has been proven in many of SAP’s largest customer environments. SAP customers currently only make up 14% of SuccessFactors’s customer base leaving tremendous upside for the more than 500 million employees of SAP’s 176.000 customers.

 

3. Are you acquiring SuccessFactors because of slow uptake of SAP Business ByDesign and your line of business on demand solutions? Will SuccessFactors replace Business ByDesign?

No. We see two markets in the cloud – a suite market and a line of business market.

LOGO


Business ByDesign is our cloud suite solution. It addresses mid-sized companies who want to run their entire business in the cloud. We are getting excellent feedback from both customers and analysts on the functionality of ByDesign and will reach our goal of 1000 customers by the end of the year.

Much of the cloud market today is a line of business market. SuccessFactors will accelerate our ambitions in the LoB cloud segment. It is complementary to our existing LOB cloud solutions such as SAP Sales on Demand as well as solutions for sourcing, carbon, and travel and expense management. SuccessFactors also gives us the expertise and leadership of a first generation cloud player.

 

4. Will SuccessFactors replace CareerOD? If so, how much did you already invest (costs, investments, R&D capacities)? Does this mean that you are only now able to develop attractive OD offerings?

We’ll look at that after the transaction closes. SuccessFactors provides on demand HCM solutions for 60 industries and in all major markets worldwide. We will leverage SuccessFactors’ deep understanding of the LoB cloud market based and their 10 years of on demand expertise.

 

5. Will you integrate SuccessFactors into ByDesign?

No, SucessFactors and ByDesign address different cloud segments: Business ByDesign addresses mid-sized companies who want to run their entire business in the cloud. We are getting excellent feedback from both customers and analysts on the functionality of ByDesign and will reach our goal of 1000 customers by the end of the year.

SuccessFactors is the leader in the HCM cloud market - one of the fastest growing market segments in the cloud applications space which complements our LOB cloud solutions such as SAP Sales on Demand as well as solutions for sourcing, carbon, and travel and expense management.

 

6. How will you integrate SuccessFactors with other SAP solutions and technology platforms? Will you maintain SuccessFactors as a separate platform?

Our goal is to optimize integration of SuccessFactors applications with SAP’s broader portfolio and to provide our customers with consistency regardless of platforms. We will be the only company that can offer end-to-end processes integrating world-class line of business cloud offerings with the most respected on-premise solutions available. Customers will be able to get instant value from SuccessFactors’ stand alone talent management solutions or benefit from our expanded cloud offering that complements our core enterprise HR applications. HANA (in memory) will be the future technology foundation for all of our cloud applications including SuccessFactors.

 

7. 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 through innovation, but also look for opportunities to accelerate the depth and breadth of our portfolio to offer additional value to our 176,000 customers.

 

2


With this transaction, we are investing in our future and not consolidating the past. SuccessFactors is an innovator in the cloud space and with its solutions we can offer significant business value to our customers. We will continue to focus on in-house innovation, but will consider acquisitions that help us lead in categories that we choose to play in.

 

8. Is SAP’s decision to acquire SuccessFactors similar to Oracle’s acquisition of RightNow? Is there any difference between SAP’s approach to the cloud and Oracle’s? Are you addressing the same customers?

SuccessFactors’ solutions portfolio is very complementary to SAP’s portfolio and the culture of the two companies match. SuccessFactors continues to be one of the fastest growing companies in the cloud segment. We believe these factors differentiate our approach from Oracle’s.

 

9. Will you run Success Factors on HANA?

HANA (in memory) will be the future technology foundation for all of our cloud applications including SuccessFactors. We believe HANA is one of the biggest technology innovations that we have seen in the last decade and that it will drive real time business application across all areas – in the cloud, on premise and on device.

 

10. Why did you choose to acquire in the HCM space vs. other on demand areas like CRM?

HCM is one of the fastest growing segments in the cloud applications space, and SuccessFactors is the fastest growing provider in this category. SAP already has a strong portfolio of cloud offerings including Sales on Demand. The combination of SuccessFactors’ on demand expertise and strong cloud go-to-market capabilities along with our leading enterprise software sales team creates an unbeatable force – also for our existing cloud assets. With SuccessFactors we are closing the gap for on demand talent management solutions, which according to Gartner will be a $ 4.5 billion market by 2015 with 75% of solutions expected to be cloud based.

 

11. Will SAP continue its traditional HCM solutions or will it transition to SuccessFactors?

SuccessFactors’ applications are complementary to SAP’s HCM portfolio. The combination offers customers the best choice available for solutions across the HCM space, spanning both on premise and on demand.

 

12. Will you bundle offerings of SAP and SuccessFactors’ solutions?

We see significant potential for synergies with SuccessFactors across SAP’s solution portfolio. SuccessFactors’ target market – the talent management cloud market – is the fastest growing market in the HCM space. SAP customers currently only make up 14% of SuccessFactors’ customer base leaving tremendous potential upside for the more than 500 million employees of SAP’s customers.

 

13. How will you run SuccessFactors?

Upon completion of the transaction, the CEO of SuccessFactors, Lars Dalgaard, will lead the cloud business of SAP in addition to his responsibility as CEO of SuccessFactors. SuccessFactors will remain independent and be named “SuccessFactors, an SAP company”. The chairman of SAP’s supervisory board, Hasso Plattner, recommended that Lars Dalgaard be appointed to the executive board of SAP AG. Our current on-demand development team will remain in the Product and Solutions Board Area under the leadership of Peter Lorenz.

 

3


After the successful closing of the transaction, SuccessFactors will begin to be closely integrated into our overall cloud and HCM roadmaps – where SuccessFactors’ talent management cloud solutions will seamlessly integrate with SAP’s on premise HCM solutions.

 

14. Is there a risk of a potential counter-offer? If a competitor makes a counter offer, how high are you willing to go before losing the acquisition?

We believe our offer provides solid value to all SuccessFactors stakeholders – its investors, customers and employees. We cannot comment or speculate on a potential counter offer or what SAP’s position or decisions would be if such an event occurred.

 

15. How will SAP be differentiated from the competitive landscape after this acquisition? Please compare to Salesforce.com and Oracle.

With the acquisition of SuccessFactors we will gain immediate strength and leadership in the fast growing segment of cloud-based applications for people and talent management. And we will be the only company that can offer end-to-end processes integrating world-class line of business cloud offerings with the most respected on-premise solutions available. The combination of SuccessFactors’ strong cloud go-to-market capabilities with our leading enterprise software sales team creates an unbeatable force.

 

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

SuccessFactors’ offerings are complementary to SAP’s and we do not foresee significant activity in eliminating product offerings. As with any transaction of this nature, we will evaluate the respective portfolios upon the close of the acquisition, as part of the integration process.

 

17. What will happen to SuccessFactors’ management team and employees?

Upon completion of the transaction, the CEO of SuccessFactors, Lars Dalgaard, will lead the cloud business of SAP in addition to his responsibility as CEO of SuccessFactors. SuccessFactors will remain independent and be named “SuccessFactors, an SAP company”. The chairman of SAP’s supervisory board, Hasso Plattner, recommended that Lars Dalgaard be appointed to the executive board of SAP AG. Our current on-demand development team will remain in the Product and Solutions Board Area under the leadership of Peter Lorenz.

 

18. Will you eliminate positions as a result of this transaction?

This transaction is about growth and innovation as opposed to consolidation.

 

19. What does this acquisition mean for SAP’s ecosystem? Will SAP partners be able to sell SuccessFactors solutions?

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 cloud solutions for our joint customers.

 

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

The transaction will require anti-trust and other regulatory filings in the US and various other jurisdictions, including tender offer filings with the Securities Exchange Commission in the US, but we do not expect any regulatory issues.

Financial Questions

 

21. Are you paying too much for SuccessFactors – compared to other recent transaction in the industry like Autonomy or RightNow? How does the valuation compare to the valuation you paid for Business Objects and Sybase?

As you know, traditional on-premise vendors have a lower valuation profile than SaaS vendors because of the substantial growth rates of on-demand players. SuccessFactors is one of the fastest growing on-demand companies in the rapidly expanding cloud market for human capital management. That said, the 30 day and 90 days premiums we paid for Sybase as well as BOBJ were in line with the equity premium offered to Success Factors shareholders.

 

22. How does the transaction affect SAP’s 2011 financial guidance?

There is no effect on the 2011 financial guidance as the deal is expected to close early 2012.

 

23. What is your expected revenue target for 2012 and what’s the expected contribution from SuccessFactors?

As always, SAP will announce its full year guidance at the beginning of the year at its Q4 press and analyst conference (January 25th, 2012) Should the transaction close successfully, SuccessFactors’ revenue contribution will be reflected in the 2012 financial market guidance.

 

24. What is the effect of the deal on SAP’s EPS? Will the deal be accretive or dilutive?

SuccessFactors effect on Non-IFRS earnings per share are expected to be slightly dilutive in 2012 and accretive thereafter.

The statements in this document are neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of SuccessFactors common stock described herein has not commenced. At the time the offer is commenced SAP America, Inc. and Saturn Expansion Corporation, an indirect subsidiary of SAP AG, will file a Schedule TO Tender Offer Statement with the Securities and Exchange Commission, and SuccessFactors, Inc. will file a Schedule 14D-9 Solicitation/Recommendation Statement 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 other documents filed by SAP AG, SAP America, Inc., Saturn Expansion Corporation or SuccessFactors with the SEC will be available at no charge on the Securities and Exchange Commission's web site at www.sec.gov. The Schedule TO 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 Schedule 14D-9 Solicitation/Recommendation Statement and such other documents may be obtained for free by directing such requests to SuccessFactors Global Headquarters, Attention: Hillary Smith, 1500 Fashion Island Blvd. Suite 300, San Mateo, CA 94404, USA, Telephone +1 (650) 645-2000.

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",

 

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"believe","estimate", "expect", "forecast", "intend", "may", "plan", "project","predict", "should" and "'will" and similar expressions as they relateto SAP or SuccessFactors are intended to identify such forward-lookingstatements. This document 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 SuccessFactors, 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 SuccessFactors employees, customer and partner uncertainty regarding the anticipated benefits of the transaction, the failure of SAP and SuccessFactors to achieve the anticipated synergies of the proposed transaction and other risks detailed in SAP's and SuccessFactors's SEC filings, including those discussed in SAP's annual report on Form 20-F for the year ended December 31, 2010 and SuccessFactors's quarterly report on Form 10-Q for the quarter ended September 30, 2011, each of which is on file with the SEC and available at the SEC's website at www.sec.gov. Neither SAP nor SuccessFactors is obligated to update these forward-looking statements to reflect events or circumstances after the date of this document. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

 

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EX-99.(A)(5)(D) 4 d265238dex99a5d.htm SAP CUSTOMER LETTER SAP customer letter

Exhibit (a)(5)(D)

Dec 4, 2011

Dear SAP Customer,

Today, SAP announced the intention to acquire SuccessFactors, the world market leader in human capital management cloud solutions. (http://www.sap.com/newsroom). We believe this will offer many benefits for your business, and would like to share some details about what you can expect from this powerful new combination in the cloud.

With the acquisition of SuccessFactors, we will gain immediate strength and leadership in the fast growing segment of cloud-based applications for people and talent management – a top priority of CEOs globally. We will also be the only company that can offer end-to-end processes integrating world-class line of business cloud offerings with the most respected on-premise solutions available.

The intended acquisition of SuccessFactors brings with it much excitement about SAP’s commitment to leadership in the cloud. We are building on our great assets with SAP Business ByDesign - our cloud based suite solution - and our existing line-of-business solutions, such as Sales on Demand. As the world market leader for cloud based human capital management (HCM) solutions, SuccessFactors complements and accelerates our portfolio.

SAP and SuccessFactors share a common goal: helping you run your business better and achieve success across your enterprise - whether on premise, in the cloud or on mobile devices. We look forward to the future innovation and new business value this combination will create for you.

We will provide you with more details in the coming months while we wait for regulatory clearances and acceptance by SuccessFactors stockholders. In the meantime, we remain committed to your success as SAP and SuccessFactors step forward together on this new path. We thank you for your business. Your local SAP representative is available to respond to any questions you may have.

Sincerely,

Jim & Bill

This document is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of SuccessFactors common stock described herein has not commenced. At the time the offer is commenced SAP America, Inc. and SuccessFactors Expansion Corporation, an indirect subsidiary of SAP AG, will file a Schedule TO Tender Offer Statement with the Securities and Exchange Commission, and SuccessFactors, Inc. will file a Schedule 14D-9 Solicitation/Recommendation Statement 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 other documents filed by SAP AG, SAP America, Inc., SuccessFactors Expansion Corporation or SuccessFactors with the SEC will be available at no charge on the Securities and Exchange Commission’s web site at www.sec.gov. The Schedule TO 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 Schedule 14D-9 Solicitation/Recommendation Statement and such other documents may be obtained for free by directing such requests to SuccessFactors Global Headquarters, Attention: Hillary Smith, 1500 Fashion Island Blvd. Suite 300, San Mateo, CA 94404, USA, Telephone +1 (650) 645-2000.

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 or SuccessFactors are intended to identify such forward-looking statements. This document 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 SuccessFactors, 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 SuccessFactors employees, customer and partner uncertainty regarding the anticipated benefits of the transaction, the failure of SAP and SuccessFactors to achieve the anticipated synergies of the proposed transaction and other risks detailed in SAP’s and SuccessFactors’s SEC filings, including those discussed in SAP’s annual report on Form 20-F for the year ended December 31, 2010 and SuccessFactors’ quarterly report on Form 10-Q for the quarter ended


September 30, 2011, each of which is on file with the SEC and available at the SEC’s website at www.sec.gov. Neither SAP nor SuccessFactors is obligated to update these forward-looking statements to reflect events or circumstances after the date of this document. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

EX-99.(A)(5)(E) 5 d265238dex99a5e.htm SAP PARTNER PORTAL MESSAGE SAP partner portal message

Exhibit (a)(5)(E)

SAP to acquire SuccessFactors, the leader in cloud-based HCM solutions

SAP has reached an agreement to acquire SuccessFactors, based in San Mateo, California. (http://www.sap.com/newsroom). We believe this will offer many benefits for our joint customers, and by extension for your business prospects as well, and we would like to share some details about what you can expect from this powerful new combination in the cloud.

A winning combination: Together, SAP and SuccessFactors will provide the industry’s most advanced end-to-end offering of cloud and on-premise Human Capital Management (HCM) solutions for recruiting, developing and retaining talent in the workforce. SuccessFactor’s solutions for business alignment, team execution, people performance, and learning management have been rated as industry-leading by the top analysts in the market, and are complementary to SAP’s core HCM offerings, our SAP Business ByDesign cloud suite and SAP’s cloud applications for lines of business. In addition, SuccessFactors brings incredible expertise and technology to SAP’s powerful portfolio, which will significantly accelerate SAP’s momentum as a provider of cloud applications, platforms and infrastructure.

Good news for customers: The combination of the two companies’ solutions presents significant opportunities for SAP enterprise customers to extend their landscapes with SuccessFactor’s popular cloud applications to manage the nearly 500 million employees who work for them worldwide. SuccessFactors customers, with 15 million users across 168 countries globally, will have access to SAP’s industry-leading innovations in enterprise mobility, analytics and the world’s most popular business software applications. The combination with SAP’s deep enterprise expertise will allow our customers to extend the value of SuccessFactor’s talent management applications to reach more of their people for greater impact across more areas of the business.

The demand is clearly evident in this fast-growing segment and we are confident that this bold move will create net new, high value opportunities for our ecosystem of cloud partners. Like any acquisition, this deal is subject to regulatory approvals. In the coming weeks and months we will work diligently to clearly define the rules of engagement for our trusted community of partners. Please stay tuned for more updates on this site, or contact your SAP partner manager.

EX-99.(A)(5)(F) 6 d265238dex99a5f.htm SAP CEO EMPLOYEE FAQ SAP CEO employee FAQ

Exhibit (a)(5)(F)

ACQUISITION

EMPLOYEE FAQ

SUCCESSFACTORS

This document is designed to help answer common questions related to SAP’s intended acquisition of SuccessFactors, including its solutions and assets. This is a document only for SuccessFactors employees. Any questions on SAP’s acquisition strategy from external sources (i.e., media) should be forwarded to James Dever, SAP, at +1 610 661-2161, james.dever@sap.com (ET) or Andrea Meyer, SuccessFactors, at +1 (650) 645-2000, ameyer@successfactors.com.

UPDATED: December 2, 2011

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Information for SuccessFactors Employees

This document contains answers to frequently asked questions about the tender offer and how it affects SAP and SuccessFactors employees. Should you have any questions that can’t be answered with this document, please submit them to Andrea Meyer. Your questions will be answered as best we can given we are very early in the process and have not yet begun integration. These answers are subject to a successful tender offer by SAP by SuccessFactors’ outstanding common shares and upon close of the transaction.

About SAP, SuccessFactors, and Acquisition Highlights

Customers, Partners, and Analysts

Employees, Organization, and Integration

Products and Technology

 

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©2011 SAP AG. All rights reserved.

 

SAP, R/3, SAP NetWeaver, Duet, PartnerEdge, ByDesign, SAP BusinessObjects Explorer, StreamWork, 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 other countries.

 

Business Objects and the Business Objects logo, BusinessObjects, Crystal Reports, Crystal Decisions, Web Intelligence, Xcelsius, and other Business Objects products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of Business Objects Software Ltd. Business Objects is an SAP company.

 

Sybase and Adaptive Server, iAnywhere, Sybase 365, SQL Anywhere, and other Sybase products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of Sybase, Inc. Sybase is an SAP company.

 

All other product and service names mentioned are the trademarks of their respective companies. Data contained in this document serves informational purposes only. National product specifications may vary.

 

These materials are subject to change without notice. These materials are provided by SAP AG and its affiliated companies (“SAP Group”) for informational purposes only, without representation or warranty of any kind, and SAP Group shall not be liable for errors or omissions with respect to the materials. The only warranties for SAP Group products and services are those that are set forth in the express warranty statements accompanying such products and services, if any. Nothing herein should be construed as constituting an additional warranty.


 

ACQUISITION: EMPLOYEE FAQ, SUCCESSFACTORS (FOR INTERNAL USE ONLY)

 

About SAP, SuccessFactors, and Acquisition Highlights

Who is SAP?

SAP is the world’s leading provider of business software, offering applications and services that enable companies of all sizes and in more than 25 industries to become best-run businesses. With more than 176,000 customers in over 120 countries, the company is listed on several exchanges, including the Frankfurt stock exchange and NYSE, under the symbol “SAP.” Since its founding in 1972, SAP has gone from a modest local real-time applications company to the top vendor of enterprise applications in the world – a singular success story.

What is happening with SuccessFactors’ solutions and assets?

SAP has made a tender offer to purchase all of the outstanding shares of SuccessFactors common stock. Following completion of the transaction, SAP will have acquired all of SuccessFactors’ products and relevant assets.

Why is SAP acquiring SuccessFactors?

SuccessFactors has a fantastic team and a leading set of products that are complementary to the wide array of cloud offerings from SAP. This strategic acquisition a SuccessFactors significantly accelerates SAP’s momentum as a provider of cloud applications, platforms and infrastructure. The combination of leading companies in their respective space- SAP and SuccessFactors- will provide businesses with the industry’s leading choice of cloud and on-premise solutions for recruiting, developing and retaining talent to deliver true business execution. SAP’s millions of users and nearly 180,000 customers are an enormous growth opportunity for SuccessFactors’ world-class solutions. SAP is excited to leverage SuccessFactors’ strong cloud expertise and leadership to its cloud efforts.

When is the acquisition set to close?

The transaction is expected to close in Q1 2012, subject to regulatory approvals and customary closing conditions, including the tender by stockholders of a majority of the outstanding shares of SuccessFactors into the offer.

How will SAP go to market with SuccessFactors’ solutions?

SAP will continue to use SuccessFactors’ existing and well respected sales team and partners to go to market with SuccessFactors’ solutions. In addition, SAP’s sales force will also offer SuccessFactors’ products to further accelerate growth.

SAP will provide its customers with SuccessFactors’ highly usable cloud applications that complement the core HCM capabilities of SAP Business Suite, as well as SAP Business ByDesign, its cloud-based suite for midsize companies, and its other line of business cloud solutions for large enterprises. SuccessFactors’s mobility applications combined with SAP and Sybase mobile solutions will offer the industry’s most powerful business-to-employee mobility portfolio. In addition, SuccessFactors’ focus on enabling business insight and execution fits well with SAP’s business analytics platform, allowing us to deliver new levels of real time decision making deep across the enterprise for our customers.

How is the acquisition being communicated externally?

SAP issued a press release, held a conference call with press, industry and financial analysts, and has communicated to customers and partners about the acquisition.

 

 

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ACQUISITION: EMPLOYEE FAQ, SUCCESSFACTORS (FOR INTERNAL USE ONLY)

 

Customers, Partners, and Analysts

Who is telling our customers, partners, and analysts?

Following the distribution of the press release, we have conducted briefings with analysts and members of the media. We also will have one-on-one discussions with key customers and partners as necessary.

If asked, what do I tell SuccessFactors customers about this acquisition?

This is a win for each company’s customers and for both companies. SAP’s strength is in innovating across the entire enterprise and together we are uniquely positioned to build the bridge between on-demand and on-premise applications for businesses of all sizes. This combination will extend the value and impact of SuccessFactors’ technology, helping businesses execute, run better and achieve even greater success through the cloud.

What do SAP customers gain from this acquisition?

This acquisition will accelerate SAP’s momentum in the cloud space, which has been a core pillar of SAP’s growth and innovation strategy. The combination of SAP and SuccessFactors provides customers the best choice on the market for HCM in the cloud. SAP customers will gain from SuccessFactors’ experience in building and delivering beautiful cloud solutions, and its technology is highly complementary to SAP’s portfolio.

Specifically, the combination of SAP and SuccessFactors delivers the most complete and flexible human capital management (HCM) offerings on the market:

 

   

The combination of SuccessFactors and SAP creates the industry’s most comprehensive HCM solution, marrying strength in enterprise applications with people-focused cloud applications

 

   

SuccessFactors is an acknowledged leader for Employee Performance Management and Corporate Learning Systems by virtually all major industry analysts

 

   

SuccessFactors’ 19 modules can be purchased and implemented independently or as part of a larger suite of solutions

 

   

The acquisition of SuccessFactors strengthens SAP’s HCM offerings by providing customers with a highly usable cloud applications that integrate the SAP Business Suite

 

   

SuccessFactors’ mobility applications combined with SAP and Sybase mobile solutions to offer the industry’s most powerful business-to-employee mobility portfolio

 

   

SuccessFactors’ focus on enabling business insight and execution fits well with SAP’s business analytics platform, promising new levels of real time decision making deep across the enterprise

What do SuccessFactors customers gain from this acquisition?

SAP’s business management technology spans the entire enterprise and extends beyond to include customer, partner and supplier networks. The combination with SuccessFactors gives us the ability to extend our cloud apps to new areas of the business. In addition, SAP’s innovations in mobility and its in-memory technology give SuccessFactors new avenues to develop new ways to help our customers better execute.

 

 

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ACQUISITION: EMPLOYEE FAQ, SUCCESSFACTORS (FOR INTERNAL USE ONLY)

 

Employees, Organization, and Integration

Do I still have a job?

This is not about industry consolidation and layoffs. It is about innovating and growing our business to create a new cloud powerhouse. The skills and knowledge of SuccessFactors employees are critical to our success and the primary reason for this acquisition. SAP is relying on your deep experience in building and bringing beautiful cloud solutions for businesses of all sizes. You are vital in developing our joint future and we’re counting on your engagement and support to make that happen. SAP is happy to welcome SuccessFactors employees to the SAP family. We do not anticipate any major workforce changes. We will be sorting out how the two companies will operate together over the coming months.

What will happen to the SuccessFactors executive management team?

Upon completion of the transaction, the CEO of SuccessFactors, Lars Dalgaard, will lead the cloud business of SAP in addition to his responsibility as CEO of SuccessFactors. SuccessFactors will remain independent and be named “SuccessFactors, an SAP company.” The chairman of SAP’s supervisory board, Hasso Plattner, recommended that Lars Dalgaard be appointed to the executive board of SAP.

SuccessFactors’ strong management team will continue to run the business and will also provide leadership and guidance to SAP’s cloud strategy. Simply put, SuccessFactors Execs will play the same role they played before.

When can SuccessFactors employees expect more information on SAP benefits, employee plans, and programs?

SuccessFactors employees will remain on their existing benefits, employee plans and programs until the successful completion of the transaction. More details regarding SAP benefits will be provided following this milestone.

 

 

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ACQUISITION: EMPLOYEE FAQ, SUCCESSFACTORS (FOR INTERNAL USE ONLY)

 

Will my salary be impacted?

SuccessFactors employees will not experience any reduction in their current base salary as a direct result of the closing of this transaction. Following the closing, the company will work with management to further understand the total compensation package today and work to ensure a highly competitive package remains in place.

If I have a bonus plan with SuccessFactors, will my bonus plan be impacted? How will bonuses be handled for this year?

SuccessFactors employees will remain on their existing bonus plans until the successful completion of the transaction. More details regarding bonus plans will be provided following this milestone SuccessFactors bonus plans will be paid out in the same general timeframe and under the same general funding terms as currently in place.

What will happen to my options, restricted stock and RSUs?

Each stock option (whether vested or unvested) that is outstanding and unexercised immediately prior to the closing will be cashed out at closing and will receive the excess of the offer price ($40 per share) over the exercise price. Each vested RSU as of the closing will be cashed out and will receive the offer price ($40 per share). Each unvested RSU and share of restricted stock that is outstanding immediately prior to the closing will remain subject to its vesting terms prior to the offer and be cashed out at the offer price ($40 per share) when it vests according to its vesting schedule. Any such payments to you for options, restricted stock or RSUs will be reduced by the amount of any applicable withholding taxes.

For example, an employee with 100 vested options at an exercise price of $10 per share and who does not exercise their option prior to the closing will receive $30 per underlying share, or $3,000 (net of withholding taxes as applicable). An employee with 100 unvested RSUs that are currently scheduled to vest at the end of 2012 will receive $40 per RSU, or $4,000 at the end of 2012 (net of withholding taxes as applicable).

Will SuccessFactors employees who accept employment from SAP have to move to an SAP office?

SuccessFactors employees will remain operating out of their current locations until the successful completion of the transaction. Details regarding future office locations will be shared as we have more information.

Which company policies will apply for me individually moving forward?

Until the successful completion of the transaction, SAP and SuccessFactors will remain two independent companies. As a result, all existing SuccessFactors policies, including its code of conduct, remain unchanged. More information on SAP policies will be provided following the successful completion of the transaction.

Will my job change?

Your job has not changed and following successful completion of the transaction, is expected to stay fairly consistent.

Is my employment status changing? What is my formal hire date under SAP?

Your employment status remains the same. Following a successful completion of the transaction, your tenure at SAP will be measured based on your original start date with SuccessFactors or previous companies that are now part of SuccessFactors.

Will there be training opportunities?

SAP believes strongly in ongoing employee training. Upon a successful closing f the acquisitin, you may discuss with your manager if/when specific training opportunities become available to you.

 

 

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ACQUISITION: EMPLOYEE FAQ, SUCCESSFACTORS (FOR INTERNAL USE ONLY)

 

Will I have a training plan for personal development?

SAP holds individual employee development in high regard. As part of the Performance Management process, each SAP employee and his or her manager will need to determine the employee’s own development plan. Depending upon the need, there are programs available through SAP Talent, Learning and Organizational Development (TLOD). Upon a successful completion of the transaction, and employment with SAP is accepted, SuccessFactors employees will gain access to SAP Corporate Portal (the SAP intranet) where they will be able to access SAP Career Success Center, an internal resource that contains detailed information about training offerings for SAP products, functions, soft skills, and the development of competencies.

What will happen to my outstanding travel, cell phone, and other business-related expenses?

Outstanding expenses will be paid according to SuccessFactors’ policies in the near term. Upon a successful tender offer and transaction close, and employment with SAP is accepted, SAP will provide advanced notice to you regarding the eventual shift to SAP policies regarding business-related expenses.

What about my laptop and system access?

We will cover IT related questions in more detail after the successful tender offer and transaction close, and employment with SAP is accepted.

What does the integration timeline look like?

The transaction is expected to close in the first quarter of 2012 and be slightly dilutive to SAP’s earnings per share in 2012 on a non-IFRS adjusted basis and accretive thereafter.

 

 

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ACQUISITION: EMPLOYEE FAQ, SUCCESSFACTORS (FOR INTERNAL USE ONLY)

 

What will the integration process look like?

Upon completion of the transaction, the CEO of SuccessFactors, Lars Dalgaard, will lead the cloud business of SAP in addition to his responsibility as CEO of SuccessFactors. SuccessFactors will remain independent and be named “SuccessFactors, an SAP company.” The chairman of SAP’s supervisory board, Hasso Plattner, recommended that Lars Dalgaard be appointed to the executive board of SAP. SuccessFactors’ management team will continue to run the business. We are evaluating the organizational structure, and will have more to say after the success tender offer and transaction close process is complete.

Does my immigration status change?

SAP believes strongly in securing the best talent globally and will work with each individual to understand and assess their situation with the goal of continuing to support ongoing immigration efforts.

Will be have our normal Annual Review cycle that is about to kickoff including merit, promotion decisions, and annual equity grants?

Until the successful completion of the transaction, our Annual Review cycles will remain unchanged. More information on SAP policies, including review cycles and equity incentive programs, will be provided following the successful completion of the transaction.

Products and Technology

Does this acquisition extend an existing SAP offering or does it introduce something entirely new to the SAP portfolio?

This acquisition will accelerate SAP’s momentum in the cloud space, which has been a core pillar of SAP’s growth and innovation strategy. The combination of SAP and SuccessFactors provides customers the best choice on the market for HCM in the cloud. SAP customers will gain from SuccessFactors’ experience in building and delivering beautiful cloud solutions, and its technology is highly complementary to SAP’s portfolio. In addition, SuccessFactors’ mobility applications combined with SAP and Sybase mobile solutions will offer the industry’s most powerful business-to-employee mobility portfolio. Lastly, SuccessFactors’ focus on enabling business insight and execution fits well with SAP’s business analytics platform, promising new levels of real time decision making deep across the enterprise.

How will SuccessFactors’ solutions and technology fit into the SAP organization?

SuccessFactors’ solutions and technology in the cloud space will be part of the core pillar of SAP’s growth and innovation strategy. SuccessFactors’ experience and its technology will be a highly complementary fit to SAP’s portfolio.

As a result of this news today, are there any changes to how we sell SuccessFactors products? Are there new rules that must be aligned to SAP?

Until the successful completion of the transaction, sales to customers continue its regular course. After the close, SAP and SuccessFactors’ product and go-to-market teams will determine the best approach with respect to determining any rules of engagement for the Field. We will provide an update on these plans following the close date.

When will a joint product offering be available? Will this be included in SAP’s standard pricing or will there be an additional fee?

Until the successful completion of the transaction, SuccessFactors will maintain its current product offerings. We will have details in this area following the successful completion of the transaction.

How will SAP brand the SuccessFactors products?

The SuccessFactors brand will continue and will be referred to as “SuccessFactors, an SAP Company”

 

 

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ACQUISITION: EMPLOYEE FAQ, SUCCESSFACTORS (FOR INTERNAL USE ONLY)

 

Didn’t SAP just recently invest in the cloud?

The recent acquisition of Crossgate, which closed on November 1, 2011, has produced new offerings for the SAP cloud portfolio, including the ability for SAP customers to connect electronically with tens of thousands of trading partners and extend a company’s business processes to its community. With Crossgate, SAP will provide customers with a 360-degree service if deployed entirely in the cloud. Participation in this business network will eliminate the need for costly point-to-point integration, helping reduce complexity today while enabling cost-effective scalability of the business network for the future.

Crossgate optimizes inter-company business processes by offering “integration as a service,” delivering on the vision of networking and collaborating through the cloud at the enterprise level. SAP customers can link themselves into a wide and ever growing network of electronically connected trading partners to enjoy the benefits of seamless, yet flexible inter-company business processes.

#  #  #

This document is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of SuccessFactors common stock described herein has not commenced. At the time the offer is commenced SAP America, Inc. and SuccessFactors Expansion Corporation, an indirect subsidiary of SAP AG, will file a Schedule TO Tender Offer Statement with the Securities and Exchange Commission, and SuccessFactors, Inc. will file a Schedule 14D-9 Solicitation/Recommendation Statement 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 other documents filed by SAP AG, SAP America, Inc., SuccessFactors Expansion Corporation or SuccessFactors with the SEC will be available at no charge on the Securities and Exchange Commission’s web site at www.sec.gov. The Schedule TO 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 Schedule 14D-9 Solicitation/Recommendation Statement and such other documents may be obtained for free by directing such requests to SuccessFactors Global Headquarters, Attention: Andrea Meyer, 1500 Fashion Island Blvd. Suite 300, San Mateo, CA 94404, USA, Telephone +1 (650) 645-2000.

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 or SuccessFactors are intended to identify such forward-looking statements. This document 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 SuccessFactors, 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 SuccessFactors employees, customer and partner uncertainty regarding the anticipated benefits of the transaction, the failure of SAP and SuccessFactors to achieve the anticipated synergies of the proposed transaction and other risks detailed in SAP’s and SuccessFactors’s SEC filings, including those discussed in SAP’s annual report on Form 20-F for the year ended December 31, 2010 and SuccessFactors’ quarterly report on Form 10-Q for the quarter ended September 30, 2011, each of which is on file with the SEC and available at the SEC’s website at www.sec.gov. Neither SAP nor SuccessFactors is obligated to update these forward-looking statements to reflect events or circumstances after the date of this document. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

 

 

LOGO

  

 

9

EX-99.(A)(5)(G) 7 d265238dex99a5g.htm SAP CEO EMPLOYEE EMAIL SAP CEO employee email

Exhibit (a)(5)(G)

 

LOGO

To: All Employees

Dear Colleagues,

Today, we are complementing and accelerating our cloud offering with the announcement of our intent to acquire SuccessFactors, the world market leader in human capital management (HCM) cloud solutions.

With the acquisition of SuccessFactors, we will gain immediate strength and leadership in the fast growing segment of cloud-based applications for people and talent management. And, we will be the only company that can offer end-to-end processes integrating world-class line of business cloud offerings with the most respected on-premise solutions available. The combination of SuccessFactors’ strong go-to-market capabilities joined with our leading enterprise software sales team creates an unbeatable force.

Cloud – together with the core, mobility, and in-memory computing – is a key pillar of our growth strategy and we are executing on that strategy. With SAP Business ByDesign, we offer the most modern and complete cloud suite in the market and will reach our goal of 1,000 customers by the end of the year. In addition, much of the cloud market today is a line of business (LOB) market, which we are currently addressing with LOB cloud solutions such as SAP Sales on Demand as well as solutions for sourcing, carbon, and travel and expense management.

SuccessFactors is headquartered in San Mateo, California, and has more than 1,450 employees. More than 3,500 customers with a total of 15 million subscription seats worldwide rely on SuccessFactors solutions for managing people and talent. SuccessFactors is growing rapidly, recording a 77 percent revenue growth year-over-year in the third quarter 2011 and 59 percent revenue growth in the first nine months of 2011. With proven deployments in SAP environments at companies in diverse industries, the combination of SuccessFactors and SAP presents big growth potential among the more than 500 million employees of SAP customers and our 15,000 HCM deployments.

We anticipate the completion of the transaction in the first quarter of 2012, following regulatory approvals and acceptance of the tender offer by SuccessFactors stockholders. Upon completion of the transaction, the CEO of SuccessFactors, Lars Dalgaard, will lead the cloud business of SAP in addition to his responsibility as CEO of SuccessFactors. SuccessFactors will remain independent and be named “SuccessFactors, an SAP company.” The chairman of SAP’s supervisory board, Hasso Plattner, recommended that Lars Dalgaard be appointed to the executive board of SAP. Our current on-demand development team will remain in the Product and Solutions Board Area under the leadership of Peter Lorenz. We will need all of you to accelerate the success of both our new innovations as well as our core solutions.

More information will be made available in an SAP News article later today.

It is important for all of you to remember that we must allow the tender process and regulatory review to proceed without delay or interruption. Until the acquisition of SuccessFactors is complete, at no time may any SAP employee reach out to SuccessFactors employees or visit SuccessFactors locations without the express permission of the Corporate Development team. Those of you who


have established partner relationships with SuccessFactors employees can continue to perform your typical job functions as you normally would. For legal reasons, we ask you to limit all conversations with SuccessFactors employees to your normal course of business and do not discuss the acquisitions or related speculations with them.

Today, we continue SAP’s amazing growth story and build on our commitment to remain the leading enterprise application software company.

Best regards,

Bill        Jim

This document is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of SuccessFactors common stock described herein has not commenced. At the time the offer is commenced SAP America, Inc. and SuccessFactors Expansion Corporation, an indirect subsidiary of SAP AG, will file a Schedule TO Tender Offer Statement with the Securities and Exchange Commission, and SuccessFactors, Inc. will file a Schedule 14D-9 Solicitation/Recommendation Statement 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 other documents filed by SAP AG, SAP America, Inc., SuccessFactors Expansion Corporation or SuccessFactors with the SEC will be available at no charge on the Securities and Exchange Commission’s web site at www.sec.gov. The Schedule TO 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 Schedule 14D-9 Solicitation/Recommendation Statement and such other documents may be obtained for free by directing such requests to SuccessFactors Global Headquarters, Attention: Hillary Smith, 1500 Fashion Island Blvd. Suite 300, San Mateo, CA 94404, USA, Telephone +1 (650) 645-2000.

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 or SuccessFactors are intended to identify such forward-looking statements. This document 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 SuccessFactors, 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 SuccessFactors employees, customer and partner uncertainty regarding the anticipated benefits of the transaction, the failure of SAP and SuccessFactors to achieve the anticipated synergies of the proposed transaction and other risks detailed in SAP’s and SuccessFactors’s SEC filings, including those discussed in SAP’s annual report on Form 20-F for the year ended December 31, 2010 and SuccessFactors’ quarterly report on Form 10-Q for the quarter ended September 30, 2011, each of which is on file with the SEC and available at the SEC’s website at www.sec.gov. Neither SAP nor SuccessFactors is obligated to update these forward-looking statements to reflect events or circumstances after the date of this document. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

EX-99.(A)(5)(H) 8 d265238dex99a5h.htm SAP ON-DEMAND TEAM EMAL SAP On-demand team emal

Exhibit (a)(5)(H)

To: DL SAP OnDemand

From: Peter Lorenz

Subject: Intended Acquisition of SuccessFactors

Dear Colleagues,

Today’s news brings with it much excitement about SAP’s commitment to leadership in the cloud. Building on our great assets with SAP Business ByDesign and our existing line-of-business solutions, the addition of SuccessFactors gives us additional strength and presence in a fast growing segment of cloud-based line-of-business applications for people and talent management. While SuccessFactors’ portfolio is complementary to SAP’s cloud offerings, I also realize that this raises some questions. Let me first address the excitement and then some of the issues to be addressed as we move forward with our cloud strategy.

With SuccessFactors as part of our portfolio, we will be the only company that can offer end-to-end processes integrating world-class line of business cloud offerings with the most respected on-premise solutions available. The sheer market penetration creates incredible opportunities for us to grow and expand our footprint with leading-edge cloud applications. SuccessFactors has more than 15 million subscription seats at 3,500 customers in more than 168 countries using its application suite in 35 languages. Its solutions for business alignment, team execution, people performance, and learning management are currently used by organizations of all sizes across more than 60 industries. The SuccessFactors team brings us considerable expertise in cloud delivery models and successful go-to-market strategy.

What else does SuccessFactors bring to the table?

 

   

As the fastest growing provider of cloud applications, SuccessFactors’ expertise and culture will help us create a more effective and successful cloud sales organization

 

   

The combination of SuccessFactors and SAP will create a comprehensive HCM solution, marrying strength in enterprise applications with people-focused cloud applications.

 

   

SuccessFactors’s complementary solutions will be an attractive option for the nearly 500 million employees of SAP’s customers, available through SAP’s global sales force.

 

   

SuccessFactors’ applications are designed for businesses of all sizes, and offer easily adopted solutions for customers of SAP Business Suite, SAP Business ByDesign, SAP Business All-in-One, and SAP Business One.

 

   

SuccessFactors’ mobile applications combined with the mobile expertise of SAP and Sybase will offer customers a powerful business-to-employee mobility portfolio.

 

   

SuccessFactors’ focus on enabling business insight and execution fits well with SAP’s business analytics platform, promising new levels of real time decision making across the enterprise.

The addition of SuccessFactors’ solutions, people, technology and expertise into SAP will catapult us into a leadership position in enterprise cloud solutions. Importantly, it will add significant value to our existing customers, as well as our partners and prospects.

Some of you may have questions about the future of our own cloud application development efforts and how this acquisition will affect our vision, strategy and product roadmap. What I can tell you at this point is that we plan to align our cloud roadmap with SuccessFactors and also use their strong cloud expertise and leadership to further accelerate our success. Our goal is to create consistency for our customers, regardless of the solution, platform or device, with a comprehensive cloud solution portfolio, seamlessly integrated for a hybrid world. Your contributions remain a valuable part of our cloud portfolio and of SAP.

Upon completion of the transaction, the CEO of SuccessFactors, Lars Dalgaard, will lead the cloud business of SAP in addition to his responsibility as CEO of SuccessFactors. SuccessFactors will remain independent and be named “SuccessFactors, an SAP company.” The chairman of our supervisory board, Hasso Plattner, recommended that Lars Dalgaard be appointed to the executive board of SAP. The SAP on-demand development team will remain in the Product and Solutions Board Area under my leadership.


We will have an On Demand manager call on Monday, December 5 and an On Demand all hands meeting on Tuesday, December 6 to further discuss the transaction and our future direction with you. As more details are finalized in the coming days and weeks, we will share those with you. In the meantime if you have specific questions or feedback, my door is always open.

Best regards,

Peter

EX-99.(A)(5)(I) 9 d265238dex99a5i.htm SAP NEWS ARTICLE FOR CORPORATE PORTAL SAP news article for corporate portal

Exhibit (a)(5)(I)

SAP to Accelerate Cloud Strategy with Acquisition of SuccessFactors

SAP gains immediate strength and leadership in the fast growing segment of cloud-based applications for people and talent management and will become the only company that can offer end-to-end processes integrating business cloud offerings with on-premise solutions.

The planned acquisition marks another stride in SAP’s strategy of delivering solutions on premise, in the cloud and on mobile devices. It builds on a series of strategic moves in SAP’s targeted growth areas to drive innovation in its core applications and analytics; introduce breakthrough in memory technology; establish leadership in enterprise mobility; and grow its cloud portfolio.

SuccessFactors’ solutions are highly complementary to SAP’s core HCM offerings as well as SAP’s strong cloud assets: SAP Business ByDesign for the suite cloud market and SAP’s line of business cloud offerings for large enterprises such as SAP Sales on Demand.

“The cloud is a core of SAP’s future growth, and the combination of SuccessFactors’ leadership team and technology with SAP will create a cloud powerhouse. The acquisition will help us address the top priority for CEOs globally – managing people and talent,” said Bill McDermott, Co-CEO, SAP. “Together, SAP and SuccessFactors will create tremendous business value for customers, with potent synergies to accelerate our growth in the cloud.”

“The depth and experience that SAP brings to customers via our cloud and on-premise portfolio fit elegantly with SuccessFactors’ world-class expertise in providing high-performing, low-cost, native cloud applications that customers are passionate about,” said Jim Hagemann Snabe, Co-CEO, SAP. “Together, we will lead the industry in providing end-to-end solutions consistently to meet any deployment preference, whether on premise, in the cloud or on device.”

“This is a revolutionary combination of proven capabilities that will allow SuccessFactors to accelerate our roadmap by 10 years, and bring the world’s leading application knowledge and intellectual property to our customers through the cloud, and the largest applications customer base instantly,” said Lars Dalgaard, Founder and CEO, SuccessFactors. “Expanding relationships with SAP’s 176,000 customers with our speed to value, friendly user interface, on mobile devices and the web, and seamlessly delivering more SAP solutions in the cloud will be legendary, as organizations adopt the cloud to improve their business. SuccessFactors has proven we have the technology and people to deliver the world’s biggest cloud deployments in terms of users and countries per customer, and also the most applications per customer from the same flexible scalable cloud platform. The business world is ready for enterprise-class cloud applications and together, we can deliver incredible new innovation for global businesses.”

With headquarters in San Mateo, California, and more than 1,450 employees, the SuccessFactors team is widely regarded for creating innovative technology, generating more than 80 percent of new sales from applications that did not exist five years ago, and as one of the fastest growing leaders in cloud applications. SuccessFactors is believed to operate the largest scale of paying cloud users with 15 million subscription seats. With more than 3,500 customers in 168 countries, SuccessFactors is growing rapidly, recording 77 percent revenue growth year-over-year in the third quarter 2011 and 59 percent revenue growth year-over-year in the first nine months of 2011. The company’s scalable cloud application platform supports organizations of all sizes from dozens to millions of users. With proven deployments in SAP environments at companies in diverse industries, the combination of SuccessFactors and SAP holds significant growth potential considering the more than 500 million employees of SAP customers and its 15,000 HCM deployments.


SAP anticipates the completion of the transaction in the first quarter of 2012, following regulatory approvals and acceptance of the tender offer by SuccessFactors stockholders. Upon completion of the transaction, the CEO of SuccessFactors, Lars Dalgaard, will lead the cloud business of SAP in addition to his responsibility as CEO of SuccessFactors. SuccessFactors will remain independent and be named “SuccessFactors, an SAP company.” The chairman of SAP’s supervisory board, Hasso Plattner, recommended that Lars Dalgaard be appointed to the executive board of SAP. SAP’s current on-demand development team will remain in the Product and Solutions Board Area under the leadership of Peter Lorenz.

Until the acquisition of SuccessFactors is complete, SAP employees should not reach out to SuccessFactors employees or visit SuccessFactors locations without the express permission of the Corporate Development team. Employees who have established partner relationships with SuccessFactors employees can continue to perform their job functions as normally, but not discuss the acquisitions or related speculations.

Box

SAP and SuccessFactors customers would benefit from combined application and technology footprint. Examples:

The combination of SuccessFactors and SAP will create a comprehensive HCM solution, marrying strength in enterprise applications with people-focused cloud applications.

SuccessFactors’ complementary solutions will be an attractive option for more than 500 million employees of SAP customers.

SuccessFactors’ applications are designed for businesses of all sizes, and offer easily adopted solutions for customers of SAP Business Suite, SAP Business ByDesign, SAP Business All-in-One, and SAP Business One.

SuccessFactors’ cloud expertise and know how, rapid cloud innovation and proven success running large scale cloud deployments will help SAP customers more rapidly adopt cloud applications.

SuccessFactors’ mobile applications combined with the mobile expertise of SAP and Sybase will offer customers a powerful business-to-employee mobility portfolio.

SuccessFactors’ focus on enabling business insight and execution fits well with SAP’s business analytics platform, promising new levels of real time decision making across the enterprise.

Useful Links

www.SuccessFactors.com

SuccessFactors Company Officers

SuccessFactors 10 Year History

SuccessFactors Core Values

EX-99.(A)(5)(J) 10 d265238dex99a5j.htm EMAIL FROM THE EMPLOYEE REPRESENTATIVES OF THE SUPERVISORY BOARD Email from the Employee Representatives of the Supervisory Board

Exhibit (a)(5)(J)

To: all SAP employees in Germany

Acquisition of SuccessFactors

Dear Colleagues,

Yesterday, SAP announced its acquisition of the company SuccessFactors.

Prior to this decision, those of us on the Supervisory Board discussed the situation and opportunities in the area of on-demand in detail on several occasions.

We are all convinced that this acquisition is the right way to clearly demonstrate how important this area is to the future of SAP. It also marks a critical step toward our goal of playing a leading role in on-demand, and thus in solidifying SAP’s long-term position as a company at the forefront of the software industry.

SuccessFactors boasts a product portfolio that is by far the best in its field of business, and the company has also achieved an extremely high level of user penetration with its customers. These assets, combined with our 15,000 implementations of SAP ERP Human Capital Management around the world, represent a potential of several hundred million users.

In addition to the technological, financial, and legal aspects of this takeover, we have, of course, also been paying attention to effects it could have on SAP’s employees in our role as your representatives. The Executive Board has assured the Supervisory Board that all of the company’s employees will be needed to reach its goals – until 2015 and beyond.

We believe that the expected changes could have a positive influence on areas that have witnessed significant reductions in staff in years past due to various reorganization efforts. In many instances, the responsibilities of these areas have not decreased accordingly, leading the workloads of individual employees to increase time and again ever since. We are confident that the acquisition will enable us to provide relief in at least some of these cases.

Meanwhile, this development is showing once more how important the Supervisory Board’s work is. In recent years, we also advised and approved two of SAP’s major milestone acquisitions in Business Objects and Sybase. Decisions regarding such purchases, along with the approval of large investments in general, constitute one of the Supervisory Board’s primary duties.

This is another reason why your active participation in the recently announced Supervisory Board election in the coming year is crucial.

Should you have any suggestions for us, please contact us in person or by e-mail <mailto: SAP employee representatives>. We always look forward to your feedback concerning our work!

Kind regards,

The employee representatives on the Supervisory Board

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