SC TO-T 1 a07-10508_1sctot.htm SC TO-T

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

WEBMETHODS, INC.

(Name of subject company (Issuer))

SOFTWARE AG

SOFTWARE AG, INC.

WIZARD ACQUISITION, INC.

(Names of Filing Persons (Offerors))

Common Stock, $0.01 par value per share

 

94768C108

(Title of classes of securities)

 

(CUSIP number of classes of securities)

 

Jochen Deuse

General Counsel

Software AG

Uhlandstrasse 12

64297 Darmstadt, Germany

Telephone:   (011) 49-6151-92-0

Copy to:

Peter Douglas

Davis Polk & Wardwell

450 Lexington Avenue

New York, New York  10017

Telephone:  (212) 450-4000

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)

CALCULATION OF FILING FEE

Transaction Valuation(1)

 

Amount of Filing Fee(2)

$519,670,874

 

$15,954

(1)          Estimated for purposes of calculating the filing fee only. This amount is based upon an estimate of the maximum number of shares of common stock of webMethods, Inc. to be purchased pursuant to the tender offer at the tender offer price of $9.15 per share of common stock.

(2)          The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $30.70 for each $1,000,000 of value.

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:

 

N/A

 

Filing Party:

 

N/A

Form of Registration No.:

 

N/A

 

Date Filed:

 

N/A

o            Check the box if the filing relates solely to preliminary communications made before the commencement of the 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

 

 



Items 1 through 9, and Item 11.

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Software AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Parent”), Software AG, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Software AG USA”), and Wizard Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Software AG USA (the “Purchaser”). This Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (“Shares”), of webMethods, Inc., a Delaware corporation (the “Company”), at $9.15 per Share, net to the seller in cash without interest, less any required withholding taxes upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 18, 2007 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(i) and (a)(1)(ii) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.

Item 10. Financial Statements.

Not applicable.

Item 12. Exhibits.

(a)(1)(i)

 

Offer to Purchase, dated April 18, 2007.*

(a)(1)(ii)

 

Form of Letter of Transmittal.*

(a)(1)(iii)

 

Form of Notice of Guaranteed Delivery.*

(a)(1)(iv)

 

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(v)

 

Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(vi)

 

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(a)(1)(vii)

 

Form of Summary Advertisement as published on April 18, 2007 in The Wall Street Journal.

(b)

 

None.

(d)(1)

 

Agreement and Plan of Merger, dated April 4, 2007, among Parent, the Purchaser and the Company (incorporated by reference to Exhibit 2.1 to webMethods, Inc.’s Form 8-K filed on April 6, 2007).

(d)(2)

 

Tender and Support Agreement, dated April 4, 2007, among Parent, the Purchaser, the Company and each shareholder party thereto (incorporated by reference to Exhibit 2.2 to webMethods, Inc.’s Form 8-K filed on April 6, 2007).

(d)(3)

 

Confidentiality Agreement, dated January 30, 2007, by and between Parent and the Company.

(d)(4)

 

Amendment to Confidentiality Agreement, dated March 5, 2007, by and between Parent and the Company.

(g)

 

None.

(h)

 

None.

*                 Included in mailing to shareholders.

Item 13. Information Required by Schedule 13 E-3.

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  April 18, 2007

SOFTWARE AG     

 

 

 

 

/s/ Arnd Zinnhardt

/s/ Jochen Deuse

 

 

 

Arnd Zinnhardt

Jochen Deuse

 

Chief Financial Officer

General Counsel

 

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EXHIBIT INDEX

(a)(1)(i)

 

Offer to Purchase, dated April 18, 2007.*

(a)(1)(ii)

 

Form of Letter of Transmittal.*

(a)(1)(iii)

 

Form of Notice of Guaranteed Delivery.*

(a)(1)(iv)

 

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(v)

 

Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(vi)

 

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(a)(1)(vii)

 

Form of Summary Advertisement as published on April 18, 2007 in The Wall Street Journal.

(b)

 

None.

(d)(1)

 

Agreement and Plan of Merger, dated April 4, 2007, among Parent, the Purchaser and the Company (incorporated by reference to Exhibit 2.1 to webMethods, Inc.’s Form 8-K filed on April 6, 2007).

(d)(2)

 

Tender and Support Agreement, dated April 4, 2007, among Parent, the Purchaser, the Company and each shareholder party thereto (incorporated by reference to Exhibit 2.2 to webMethods, Inc.’s Form 8-K filed on April 6, 2007).

(d)(3)

 

Confidentiality Agreement, dated January 30, 2007, by and between Parent and the Company.

(d)(4)

 

Amendment to Confidentiality Agreement, dated March 5, 2007, by and between Parent and the Company.

(g)

 

None.

(h)

 

None.

*                 Included in mailing to shareholders.

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