For Immediate Release
July 27, 2010
SAP Completes Tender Offer for Shares of Sybase, Inc.
WALLDORF, Germany — July 27, 2010 — SAP AG (NYSE: SAP) today announced the completion of the cash tender
offer for all outstanding shares of common stock of Sybase, Inc., by Sheffield Acquisition Corp., a wholly-owned subsidiary of
SAP, which expired at 9:00 p.m., New York City time on Monday, July 26, 2010. American Stock Transfer & Trust Company, LLC,
the depositary for the tender offer, has indicated that, as of the expiration of the tender offer 80,929,717 shares of common stock
of Sybase had been tendered into and not properly withdrawn from the tender offer (including 9,293,901 shares of common
stock tendered pursuant to the guaranteed delivery procedures). These shares represent approximately 92.1% percent of
Sybase’s outstanding shares of common stock, or 91.8% percent on a fully diluted basis (as determined pursuant to the
previously announced merger agreement between SAP America, Sheffield Acquisition Corp. and Sybase). All Sybase shares
that were validly tendered into the offer and not properly withdrawn have been accepted for payment.
SAP also announced that it intends to effect a short-form merger under Delaware law as promptly as practicable, without
the need for a meeting of Sybase stockholders. As a result of the merger, the remaining Sybase stockholders (other than those
who properly exercise appraisal rights under Delaware law) will receive the same $65.00 per share price, without interest and
subject to any required withholding of taxes, that was paid in the tender offer. After the merger, Sybase will be a wholly owned
subsidiary of SAP America, and Sybase shares will cease to be traded on the NYSE.
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 102,500 customers in over 120 countries,