To Our Stockholders:
On behalf of the Board of Directors of Sybase, Inc. (“ Sybase ”), I am pleased to inform you that on May 12, 2010, Sybase
agreed to be acquired by Sheffield Acquisition Corp. (“ Purchaser ”), a wholly-owned subsidiary of SAP America, Inc. (“
Parent ”), pursuant to the terms of an Agreement and Plan of Merger (the “ Agreement ”) by and among Parent, Purchaser and
Sybase. Parent is a wholly-owned subsidiary of SAP AG, one of the world’s leading providers of business software solutions.
SAP AG has guaranteed the performance of Purchaser’s and Parent’s obligations under the Agreement. Purchaser has today
commenced a tender offer to purchase all outstanding shares of common stock of Sybase at a price of $65.00 per share in cash
(net to the holder thereof in cash, without interest and less any required withholding of taxes).
After successful completion of the tender offer, Purchaser will be merged with Sybase, and any Sybase common stock not
purchased in the tender offer (other than shares of Sybase common stock that are held by Sybase, Parent or any of their wholly
owned subsidiaries or shares of Sybase common stock held by stockholders who properly exercise appraisal rights under
Delaware law) will be converted into the right to receive an amount in cash equal to $65.00 per share (net to the holder thereof in
cash, without interest and less any required withholding of taxes). Unless subsequently extended, the tender offer is scheduled
to expire at 9:00 p.m., New York City time, on July 1, 2010. As more fully set forth in the Agreement, the tender offer is
conditioned upon, among other things, the receipt of certain regulatory approvals and the tender of a number of shares of
Sybase common stock, which, when added to shares already owned by Parent or Purchaser, represents a majority of the total
number of outstanding shares of Sybase common stock (determined on a fully diluted basis).
The Board of Directors of Sybase has unanimously (i) determined that the t