-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qq3ntdd9zF2zMh6dJfUqL3pq/9BeF+tZ00DaZcfQ2cnandzwuj7Py0R230bWbnIb ajuQ+vVchjzcRyh4JVtJ2Q== 0001326932-07-000457.txt : 20071025 0001326932-07-000457.hdr.sgml : 20071025 20071025163943 ACCESSION NUMBER: 0001326932-07-000457 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071025 DATE AS OF CHANGE: 20071025 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BUSINESS OBJECTS S.A. CENTRAL INDEX KEY: 0000928753 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-47759 FILM NUMBER: 071191230 BUSINESS ADDRESS: STREET 1: BUSINESS OBJECTS AMERICAS STREET 2: 3030 ORCHARD PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089536000 MAIL ADDRESS: STREET 1: BUSINESS OBJECTS AMERICAS STREET 2: 3030 ORCHARD PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: BUSINESS OBJECTS SA DATE OF NAME CHANGE: 19940822 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAP AKTIENGESELLSCHAFT SYSTEMS APPLICATIONS PRODUCTS IN DATA CENTRAL INDEX KEY: 0001000184 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: I8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: NEUROTTSTRABE 16 STREET 2: WALLDORF, FEDERAL REPUBLIC OF GERMAN CITY: NEW YORK STATE: NY ZIP: 69190 BUSINESS PHONE: 0114962277 MAIL ADDRESS: STREET 1: NEUROTTSTRASSE 16 CITY: WALLDORF D 69190 STATE: I8 SC TO-C 1 f01828sctovc.htm SCHEDULE TO-C sctovc
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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
 
Business Objects S.A.
(Name of Subject Company (Issuer))
SAP FRANCE S.A.
(Offeror)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))
American depositary shares, each representing one ordinary share
(Title of Class of Securities)
12328X107
(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
Eric S. Shube
Allen & Overy LLP
1221 Avenue of the Americas
New York, NY 10020
USA
+1 212 610 6300
CALCULATION OF FILING FEE:
     
Transaction valuation   Amount of filing fee
     
Not Applicable*   Not Applicable*
 
*   A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
     
Amount Previously Paid:
  Not applicable
Form or Registration No.:
  Not applicable
Filing Party:
  Not applicable
Date Filed:
  Not applicable
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.
     
o   issuer tender offer subject to Rule 13e-4.
     
o   going-private transaction subject to Rule 13e-3.
     
o   amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o


TABLE OF CONTENTS

EXHIBIT INDEX
Exhibit (a)(5)(G)


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SCHEDULE TO
     This Tender Offer Statement on Schedule TO is being filed by SAP AG, an Aktiengesellschaft organized under the laws of Germany, pursuant to General Instruction D to Schedule TO.
ITEM 12. EXHIBITS
   
  (a)(5)(A)  
Press release issued by SAP AG and Business Objects S.A. dated October 7, 2007*
 
(a)(5)(B)
Ad hoc disclosure issued by SAP AG dated October 7, 2007*
 
(a)(5)(C)
Transcript of Joint Investor and Financial Analyst Conference by Senior Management of SAP AG and Business Objects S.A. Held on October 8, 2007*
 
(a)(5)(D)
Transcript of Press Conference by Senior Management of SAP AG and Business Objects S.A. Held on October 8, 2007*
 
(a)(5)(E)
Presentation Slides for October 8, 2007 Press Conference*
 
(a)(5)(F)
Press release issued by SAP France S.A. dated October 22, 2007*
 
(a)(5)(G)
Letter to Customers issued by SAP France S.A. dated October 25, 2007
 
*   Previously filed


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EXHIBIT INDEX
     
EXHIBIT NO.   DESCRIPTION
(a)(5)(A)  
Press release issued by SAP AG and Business Objects S.A. dated October 7, 2007*
 
(a)(5)(B)  
Ad hoc disclosure issued by SAP AG dated October 7, 2007*
 
(a)(5)(C)  
Transcript of Joint Investor and Financial Analyst Conference by Senior Management of SAP AG and Business Objects S.A. Held on October 8, 2007*
 
(a)(5)(D)  
Transcript of Press Conference by Senior Management of SAP AG and Business Objects S.A. Held on October 8, 2007*
 
(a)(5)(E)  
Presentation Slides for October 8, 2007 Press Conference*
 
(a)(5)(F)  
Press release issued by SAP France S.A. dated October 22, 2007*
 
(a)(5)(G)  
Letter to Customers issued by SAP France S.A. dated October 25, 2007
 
*   Previously filed

EX-99.(A)(5)(G) 2 f01828exv99wxayx5yxgy.htm EXHIBIT (A)(5)(G) exv99wxayx5yxgy
 

Exhibit (a)(5)(G)
FORM OF LETTER FROM PASCAL RIALLAND TO SAP FRANCE S.A. CUSTOMERS
Note: The following document is an English language translation of a French document.
Subject: SAP AG intends to acquire Business Objects S.A
October 25, 2007
Dear Customer,
I am very pleased to announce that SAP AG intends to acquire Business Objects S.A, a market leader in business intelligence software. Let me take this opportunity to share our long-term plans for this acquisition and highlight some of the benefits you can expect.
SAP’s primary objectives are to expand and improve the overall portfolio and services in our core enterprise application software business as well as our offering for the small and midsize enterprise segment. We recognize the growing need for analysis in your organization to support all parts of your business around the world quickly and efficiently.
With our planned acquisition of Business Objects, we will be able to offer a winning combination of business intelligence solutions, functionality for Corporate Performance Management and Governance Risk and Compliance and embedded analytics. The solutions will address decision support, business processes enriched by analytics applications, on demand reporting, and innovative business user offerings to help turn your organization into a performance driven enterprise.
Product excellence has always been one of the cornerstones of SAP’s company culture and it underpins all our efforts to maintain your confidence in our systems and in our ability to continuously provide innovative offerings. Responding appropriately to market drivers is a requirement for continuing this tradition of excellence. Even as we plan to bring additional value to you through this acquisition, I would like to assure you we remain deeply committed to providing stable long-term IT security and protection for your investment in SAP’s current solution portfolio.
We are still several steps away from closing this transaction. SAP has filed a draft tender offer prospectus in France and will file separate tender offer documents in the United States. SAP is in the process of making the necessary filings with the relevant agencies in relation thereto. We expect the closure of the transaction within Q1 2008.


 

Additional information regarding specific product, go-to-market and other details will be provided after the transaction has been closed.
Warm regards,
Pascal Rialland
Chief Executive Officer
SAP France S.A. and North Africa
Additional Information
The tender offer for the shares, the convertible bonds and the warrants of Business Objects has not yet commenced. This letter is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any Business Objects securities. The solicitation and the offer to buy shares of Business Objects, the convertible bonds and the warrants will be made only pursuant to an offer to purchase and related materials filed by SAP France with the Autorité des marchés financiers (AMF) on a Note d’Information and with the Securities and Exchange Commission (SEC) on Schedule TO. A Note en Réponse is filed by Business Objects with the AMF and a solicitation/recommendation statement on Schedule 14D-9 is filed by Business Objects with the SEC with respect to the tender offer.
Business Objects stockholders and other investors should read these documents carefully because they contain important information, including the terms and conditions of the tender offer. Investors may obtain copies of these documents on the AMF’s website (amf-france.org) or, as the case may be, on the SEC website (SEC website at www.sec.gov), in both cases without charge. Materials filed by SAP may be obtained for free at SAP’s web site, www.sap.com. Materials filed by Business Objects may be obtained for free at Business Objects’ web site, www.businessobjects.com.
Please also note that the tender offer is being made to the public exclusively in France and in the United States.
Generally, the distribution of any document relating to the tender offer and participation in the tender offer may be subject to legal restrictions outside France and the United-States. It will not be directed at persons who are directly or indirectly subject to such restrictions. Non-compliance with the legal restrictions may constitute a breach of the laws and regulations applicable to stock exchange transactions in one of these countries.

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