WALLDORF, Germany and
SUNNYVALE, Calif., May 22, 2012 /PRNewswire/ -- SAP AG (NYSE:
SAP) and Ariba, Inc. (Nasdaq: ARBA) today announced that SAP's
subsidiary, SAP America, Inc., has entered into an agreement to
acquire Ariba, the leading cloud-based business commerce network,
for $45.00 per share, representing an
enterprise value of approximately $4.3
billion. The acquisition will combine Ariba's
successful buyer-seller collaboration network with SAP's broad
customer base and deep business process expertise to create new
models for business-to-business collaboration in the
cloud.
(Logo:
http://photos.prnewswire.com/prnh/20110126/AQ34470LOGO)
The Ariba board of directors has unanimously approved the
transaction. The per share purchase price represents a 20%
premium over the May 21 closing price
and a 19% premium over the one month volume weighted average price
per share. The transaction will be funded from SAP's free
cash and a €2.4 billion term loan facility. The transaction
is expected to close in the third quarter of calendar year 2012,
subject to Ariba stockholder approval, clearances by relevant
regulatory authorities and other customary closing conditions.
The transaction is expected to be accretive to SAP's non-IFRS
earnings per share in 2013.
Business Network to Drive Growth
With the addition of Ariba, SAP will acquire the leader in
cloud-based collaborative business commerce. The acquisition
establishes SAP as the leading business network, adding
business-to-business collaboration to its existing solutions.
The move positions SAP in a fast-growing segment as buyers and
sellers across the globe connect in new ways through the cloud.
SAP's entry into the inter-enterprise business network space
significantly expands its growth opportunities and accelerates its
momentum in the cloud. Last week, SAP announced the roadmap
for its cloud applications business (Software-as-a-Service),
focusing on managing customers, suppliers, employees, and
financials, in addition to its cloud suite offerings SAP Business
ByDesign and SAP Business One. The acquisition will also
significantly boost SAP's cloud applications portfolio with the
addition of Ariba's leading cloud-based procurement solutions.
Headquartered in Sunnyvale,
California, Ariba has approximately 2,600 employees.
The company is the leader in cloud-based collaborative commerce
applications and the second-largest cloud vendor by revenue.
Ariba combines industry-leading technology with a web-based trading
community to help companies discover, connect and collaborate with
a global network of partners – all in a cloud-based
environment. With $444 million
in total revenue, Ariba experienced 38.5 percent annual growth in
2011. Its business network recorded 62 percent organic growth
in the same period.
"The cloud has profoundly changed the way people interact.
The impact will be even greater as enterprises connect and
collaborate in new ways with their global networks of customers and
partners," said SAP Co-CEOs Bill
McDermott and Jim Hagemann Snabe. "Cloud-based
collaboration is redefining business network innovation, and we are
catching this wave in the early stage of its evolution. The
addition of Ariba will create the business network of the future,
deliver immediate value to our customers and provide another solid
engine for driving SAP's growth in the cloud."
Businesses to Benefit from Combination
Industry experts estimate the cloud-based enterprise network and
procurement segment at a current size of $5 billion in
revenue. The Ariba network is the largest and most global
trading network, connecting and automating more than $319 billion in commerce transactions,
collaborations, and intelligence among more than 730,000 companies.
SAP's global customer base of more than 190,000 companies
includes the largest buyers and sellers in the world, offering
great potential to increase the number of participants, as well as
the volume and types of transactions conducted through this
network. Already today 63% of the world's transaction revenue
touches an SAP system. SAP and Ariba will facilitate
collaborative commerce within and between companies of all
sizes.
The combination of SAP's innovations and core applications with
the Ariba cloud-based network will create new business value for
customers:
- Together, SAP and Ariba can deliver a truly end-to-end solution
that enables companies to achieve a closed-loop from source-to-pay,
regardless of whether they deploy in the cloud, on-premise or
through a combination of both.
- Ariba's open network and SAP's integration expertise will
facilitate participation and extend the benefits of business
collaboration to all companies, on any system, from any
provider.
- The Ariba network will benefit from the performance delivered
by using SAP's flagship in-memory platform SAP HANA.
- Relationship and transaction information from commerce activity
in the Ariba network together with SAP's leading analytics will
provide real-time insights to enable trading partners to discover,
connect and collaborate more effectively.
- All SAP customers will be able to easily connect to the
business network through pre-built integration points.
- Through the combination of the business network procurement
solutions from Ariba and SAP, organizations can gain 360-degree
business intelligence and effectively demonstrate that spending
activities, contracts, and supplier interactions adhere to
corporate compliance guidelines.
"In our personal lives, networks are playing an increasingly
important role in how we connect, share, and shop – bringing more
insight and efficiency into everything we do," said Bob Calderoni, CEO, Ariba. "Businesses are
looking for the same connectedness, insight, and efficiencies in
the processes and collaboration with customers, suppliers, and
partners beyond the walls of their companies. By combining
Ariba's open global trading network and SAP's solutions and
analytics, we are ushering in a new era of business-to-business
collaboration and driving new levels of productivity."
Upon completion of the transaction, it is planned to consolidate
all cloud-related supplier assets of SAP under Ariba. The
existing management team will continue to lead Ariba, which will
operate as an independent business under the name "Ariba, an SAP
company." The SAP Executive Board intends to nominate Ariba
CEO Bob Calderoni to the SAP Global
Managing Board after closing of the transaction and subject to the
approval of the SAP Supervisory Board.
Financial Analyst and Media Conference Call
SAP and Ariba will host a conference call for financial analysts
and media to discuss the transaction on Tuesday, May 22nd, at 10:00 pm CET / 4:00
pm Eastern/ 1:00 p.m. Pacific.
The call will be webcast at www.sap.com/investor
Conference ID: 7427781
Participant Dial-in Numbers
US: +1 646 254 3361
UK: +44(0)20 3140 8286
Germany: +49(0)89 1214 00699
Replay Dial-in Numbers
US: +1 347 366 9565
UK: +44(0)20 3427 0598
Germany: +49(0)89 2030
3201
Replay Passcode: 7427781
For more information, visit the SAP Newsroom.
About SAP
As market leader in enterprise application software, SAP
(NYSE: SAP) helps companies of all sizes and industries run better.
From back office to boardroom, warehouse to storefront, desktop to
mobile device – SAP empowers people and organizations to work
together more efficiently and use business insight more effectively
to stay ahead of the competition. SAP applications and services
enable more than 190,000 customers to operate profitably, adapt
continuously, and grow sustainably. For more information, visit
www.sap.com.
Cautionary Statement Regarding Forward-Looking Statements
Any statements contained in this document that are not
historical facts are forward-looking statements as defined in
Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Words such as "anticipate,"
"believe," "estimate," "expect," "forecast," "intend," "may,"
"plan," "project," "predict," "should" and "will" and similar
expressions are intended to identify such forward-looking
statements. Forward-looking statements in this press release
include the quotes from executives of both companies and statements
concerning the parties' ability to complete the transaction, the
expected closing date of the transaction, and the expected benefits
and synergies of the transaction. All forward-looking statements
are subject to various risks and uncertainties that could cause
actual results to differ materially from expectations. These
potential risks and uncertainties include, among others,
uncertainties as to the timing of the acquisition; the satisfaction
of closing conditions, including the receipt of Ariba stockholder
approval and regulatory approvals; the failure to retain key Ariba
employees, contracts or benefits; the failure to achieve expected
synergies and other benefits; customer and partner uncertainty
regarding the anticipated benefits of the transaction; whether
certain industry segments will grow as anticipated; the competitive
environment among participants in cloud technologies; and other
risks detailed in SAP's and Ariba's filings with the U.S.
Securities and Exchange Commission ("SEC"), including SAP's most
recent Annual Report on Form 20-F and Ariba's most recent Annual
Report on Form 10-K and quarterly report on Form 10-Q filed with
the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. SAP
undertakes no obligation to publicly update or revise any
forward-looking statements.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger, Ariba will file a proxy
statement with the Securities and Exchange Commission (the
"SEC"). The definitive proxy statement will be sent or
given to the stockholders of Ariba and will contain important
information about the proposed merger and related matters.
Ariba's stockholders are urged to read the definitive proxy
statement carefully when it becomes available before making any
voting or investment decision with respect to the proposed merger
because they will contain important information about the merger
and the parties to the merger. Additionally, Ariba and SAP
will file other relevant materials in connection with the proposed
acquisition of Ariba by SAP pursuant to the terms of an Agreement
and Plan of Merger by and among, SAP America, Angel Expansion
Corporation, a wholly owned subsidiary of SAP America, and
Ariba. SAP, Ariba and their respective directors,
executive officers and other members of their management and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Ariba stockholders in connection
with the proposed merger. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests of certain of SAP's executive officers and directors in
the solicitation by reading SAP's most recent Annual Report on Form
20-F, and the proxy statement and other relevant materials filed
with the SEC when they become available. Information concerning the
interests of Ariba's participants in the solicitation, which
may, in some cases, be different than those of Ariba's
stockholders generally, will be set forth in the proxy statement
relating to the merger when it becomes available.
The materials to be filed by SAP and Ariba with the SEC may be
obtained free of charge at the SEC's web site at www.sec.gov.
In addition, security holders will be able to obtain free copies of
the proxy statement from Ariba by contacting Ariba Investor
Relations by email at investorinfo@ariba.com or by telephone
at +1 (678) 336-2980.
© 2012 SAP AG. All rights reserved.
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BusinessObjects Explorer, StreamWork, SAP HANA, and other SAP
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Business Objects and the Business Objects logo, BusinessObjects,
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For customers interested in learning more about SAP
products:
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United States Only: 1 (800) 872-1SAP (1-800-872-1727)
For more information, press only:
Christoph Liedtke, SAP, +49
(6227) 7-50383, christoph.liedtke@sap.com, CET
Jim Dever, SAP, +1 (610) 661-2161,
james.dever@sap.com, EDT
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Karen Master, Ariba, +1 (412)
297-8177, kmaster@ariba.com, EDT
For more information, financial community only:
Stefan Gruber, SAP, +49
(6227) 7-44872, investor@sap.com, CET
John Duncan, Ariba, +1 (678)
336-2980, jduncan@ariba.com, EDT
SOURCE SAP AG