SAP Announces Early Termination of Hart-Scott-Rodino Act Waiting Period

SAP AG

today announced that the U.S. Federal Trade Commission granted early termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act on December 23, 2011 with respect to SAP's previously announced proposed acquisition of SuccessFactors, Inc

. SAP also announced that the parties have filed a joint voluntary notice (the Voluntary Notice) with the Committee on Foreign Investment in the United States (CFIUS) pursuant to Section 721 of Title VII of the Defense Production Act of 1950, as amended by Section 5021 of the Omnibus Trade and Competitiveness Act of 1988 and by the Foreign Investment and National Security Act of 2007 (Exon-Florio) and its implementing regulations, which has been accepted with an effective date of December 22, 2011. CFIUS review may take up to thirty calendar days, at which time CFIUS may either inform the parties that there are no national security concerns and terminate the review or initiate an investigation. An investigation may last up to 45 calendar days. As previously announced, on December 16, 2011, SAP, through its indirectly wholly-owned subsidiary, Saturn Expansion Corporation, commenced a cash tender offer for all outstanding shares of common stock of SuccessFactors, Inc. at a price of $40.00 per share. The tender offer is being made pursuant to an Offer to Purchase dated December 16, 2011, and in connection with the Agreement and Plan of Merger, dated December 3, 2011, by and among SAP America, Inc., Saturn Expansion Corporation, and SuccessFactors, Inc. (the Merger Agreement). SAP and SuccessFactors first announced this transaction on December 3, 2011