UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the
Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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ARIBA, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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Payment of Filing Fee (Check the appropriate box)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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This filing consists of (1) an email sent from Robert M. Calderoni, Chief Executive Officer of Ariba,
to Ariba employees on May 22, 2012, (2) a letter from Robert M. Calderoni, Chief Executive Officer of Ariba, to Ariba employees posted on the Ariba intranet on May 22, 2012, (3) Ariba Employee FAQ provided to Ariba
employees via the Ariba intranet on May 22, 2012 and (4) Ariba-SAP Acquisition External Q&A posted on the Ariba intranet on May 22, 2012.
Email sent from Robert M. Calderoni to Ariba employees on May 22, 2012:
Fellow Aribians,
Over the past several years,
youve heard me articulate our vision for Ariba to become the worlds business commerce network. I am happy to announce that today, we have accelerated our progress toward this goal by announcing a definitive agreement to be acquired by
SAP. The combination of SAP and Ariba will marry a leading enterprise application company with a leading cloud commerce network to create a new model for business-to-business collaboration. I will be hosting a conference call to share with you more
of the exciting details on this historic deal and what it means to us and hope that you will join me. To learn more about this news now, visit:
http://hr.ariba.com/
Forward Looking Statements
Certain statements in this communication regarding the proposed
transaction between SAP and Ariba, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products and any other statements regarding SAP and Aribas
future expectations, beliefs, goals, plans or prospects constitute forward-looking statements made within the meaning of Section 21E of the Securities Exchange Act of 1934 and (collectively, forward-looking statements). Any statements that are
not statements of historical fact (including statements containing the words believes, plans, anticipates, expects, estimates and similar expressions) should also be considered
forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the parties ability to consummate the transaction; the
conditions to the completion of the transaction, including the receipt of stockholder approval or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties
ability to meet expectations regarding the timing and completion of the transaction; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the arrangement within the expected time-frames or at all
and to successfully integrate Aribas operations into those of SAP; such integration may be more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees of Ariba may be difficult; SAP and Ariba are subject to intense
competition and increased competition is expected in the future; fluctuations in foreign currencies could result in transaction losses and increased expenses; the volatility of the international marketplace; and the other factors described in
SAPs Annual Report on Form 20-F for the year ended December 31, 2011 filed with the SEC, and Aribas Annual Report on Form 10-K for the fiscal year ended September 30, 2011 and in its most recent quarterly report filed with the
SEC. SAP and Ariba assume no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date
hereof.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of Ariba by SAP. In connection with the proposed acquisition of Ariba by SAP, Ariba intends to file
relevant materials with the SEC, including Aribas proxy statement in preliminary and definitive form (the Proxy Statement). STOCKHOLDERS OF ARIBA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ARIBAS
DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of charge at the SECs web site, http://www.sec.gov. Documents
will also be available for free from Ariba by contacting Ariba Investor Relations at (650) 390-1000 or
investor@ariba.com.
Participants in Solicitation
SAP and
its directors and executive officers, and Ariba and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Aribas common stock in respect of the proposed transaction.
Information about the directors and executive officers of SAP is set forth in its Annual Report on Form 20-F, which was filed with the SEC on March 23, 2012. Information about the directors and executive officers of Ariba is set forth in the
proxy statement for Aribas 2012 Annual Meeting of Stockholders, which was filed with the SEC on December 8, 2011. Investors may obtain additional information regarding the interest of such participants by reading the definitive proxy
statement regarding the acquisition when it becomes available.
Letter from Robert M. Calderoni to Ariba employees posted on Aribas intranet on May 22, 2012:
Dear Aribians:
Today is an
incredibly exciting day for Ariba, our customers, and our employees. Over the past 16 years, Ariba has been providing solutions to enable companies around the globe to connect and collaborate more efficiently, and along the way, built of one of the
worlds best cloud-based business commerce networks. Earlier today, we announced our Board approval for SAP to acquire Ariba - a move that will enable us to accelerate our momentum and take things to the next level.
Ariba has always been at the forefront of business process efficiency. We were among the first to leverage the Web to develop e-procurement and foster
procurement compliance. We defined and enabled spend management as a competitive weapon for the worlds leading companies. And we were among the first large, established enterprise application providers to successfully transform into a leading
cloud business. These are incredible achievements that we should all be proud of.
Today, we embark on a new journey one that will help
us accelerate our vision for the networked enterprise. SAP is a market leader in enterprise application software helping 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.
In combining Aribas successful global trading network with SAPs broad
customer base and deep software expertise, we can create new models for business-to-business collaboration in the cloud that enable more efficient and effective commerce within and between companies.
And, we can accelerate the growth and value of our network, providing additional resources and reach to accelerate our stated goal to enable $1 trillion
in commerce by 2015
and more beyond that.
Upon completion of the transaction, which is expected to occur sometime in Q3 of calendar
2012, it is planned that SAP will consolidate all of its cloud-related supplier assets 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 and report into the Office of the Co-CEOs. But until the transaction closes, it is business as usual for us. We need to maintain focus on delivering for our customers because that is what has and will continue to drive our success.
It is important for all of you to also remember that we must allow the merger process and regulatory review to proceed without delay or
interruption. Until the acquisition of Ariba is complete, at no time may any Ariba employee reach out to SAP employees, or visit SAP locations, without the express permission of the Legal team or myself.
Today is a result of your unwavering commitment and our collective success. Together with SAP, we have an opportunity to change the industry. And today
marks our first step.
I look forward to working with each of you during this exciting time.
To read more about todays announcement and access important FAQs, please visit:
http://hr.ariba.com/
Sincerely,
Bob
Forward Looking Statements
Certain statements in this communication regarding the proposed transaction between SAP and Ariba, the expected timetable for completing the transaction, benefits and synergies of the transaction, future
opportunities for the combined company and products and any other statements regarding SAP and Aribas future expectations, beliefs, goals, plans or prospects constitute forward-looking statements made within the meaning of Section 21E of
the Securities Exchange Act of 1934 and (collectively, forward-looking statements). Any statements that are not statements of historical fact (including statements containing the words believes, plans,
anticipates, expects, estimates and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those
indicated by such forward-looking statements, including the parties ability to consummate the transaction; the conditions to the completion of the transaction, including the receipt of stockholder approval or the regulatory approvals required
for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties ability to meet expectations regarding the timing and completion of the transaction; the possibility that the parties may be unable to
achieve expected synergies and operating efficiencies in the arrangement within the expected time-frames or at all and to successfully integrate Aribas operations into those of SAP; such integration may be more difficult, time-consuming or
costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the
transaction; the retention of certain key employees of Ariba may be difficult; SAP and Ariba are subject to intense competition and increased competition is expected in the future; fluctuations in foreign currencies could result in transaction
losses and increased expenses; the volatility of the international marketplace; and the other factors described in SAPs Annual Report on Form 20-F for the year ended December 31, 2011 filed with the SEC, and Aribas Annual Report on
Form 10-K for the fiscal year ended September 30, 2011 and in its most recent quarterly report filed with the SEC. SAP and Ariba assume no obligation to update the information in this communication, except as otherwise required by law. Readers
are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Additional
Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of
Ariba by SAP. In connection with the proposed acquisition of Ariba by SAP, Ariba intends to file relevant materials with the SEC, including Aribas proxy statement in preliminary and definitive form (the Proxy Statement).
STOCKHOLDERS OF ARIBA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ARIBAS DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will
be able to obtain the documents free of charge at the SECs web site, http://www.sec.gov. Documents will also be available for free from Ariba by contacting Ariba Investor Relations at (650) 390-1000 or
investor@ariba.com.
Participants in Solicitation
SAP and its directors and executive officers, and Ariba and its directors and executive officers, may be deemed to be participants in the solicitation of
proxies from the holders of Aribas common stock in respect of the proposed transaction. Information about the directors and executive officers of SAP is set forth in its Annual Report on Form 20-F, which was filed with the SEC on
March 23, 2012. Information about the directors and executive officers of Ariba is set forth in the proxy statement for Aribas 2012 Annual Meeting of Stockholders, which was filed with the SEC on December 8, 2011. Investors may
obtain additional information regarding the interest of such participants by reading the definitive proxy statement regarding the acquisition when it becomes available.
Ariba Employee FAQ provided to Ariba employees via Aribas intranet on May 22, 2012:
Ariba Employee FAQ
This
document is designed to help answer common questions related to SAPs intended acquisition of Ariba, including its solutions and assets. This is a document only for Ariba employees. Any questions on SAPs acquisition strategy from media or
research analysts should be forwarded to Karen Master, Ariba, at +1 (412) 297-8177
kmaster@ariba.com
, and investors or financial analysts to John Duncan, +1 (678) 336-2980
jduncan@ariba.com
.
Information for Ariba Employees
This
document contains answers to frequently asked questions about the planned merger of SAP and Ariba and how it may affect employees. These answers are subject to a successful closing of the merger between SAP and Ariba. Please submit HR questions not
answered within this document to
MandA-AskHR@Ariba.com.
Please submit Commercial or Customer related question not answered within this document to
MandA-
CommercialHotline@Ariba.com.
Your questions will be answered as best we can
given that we are very early in the process and have not yet begun integration.
About SAP, Ariba, and Acquisition Highlights
Who is SAP?
SAP is the
worlds 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 190,000 customers in over 120 countries, the
company is listed on several exchanges, including the Frankfurt stock exchange and NYSE, under the symbol SAP. Since its founding in 1972, SAP has gone from a modest local real-time applications company to the top vendor of enterprise
applications in the world a singular success story.
What is happening with Aribas solutions and assets?
SAP has entered into a merger agreement to acquire Ariba. Following completion of the transaction, SAP will have acquired all of Aribas products and
relevant assets.
Why is SAP acquiring Ariba?
The cloud is having a great impact on the way enterprises connect and collaborate with their global networks of customers and partners. Ariba is a leader in cloud-based business commerce solutions and
operates one of the largest and most global trading networks, with 730,000 companies transacting more than $319 billion in commerce on an annual basis. SAPs customer base of 190,000 companies has great potential to increase the number of
participants, as well as the volume and types of transactions, in the Ariba Network.
This acquisition will deliver rapid value for SAP and
Ariba customers by combining SAPs leadership in managing transactional activity for the worlds top companies with one of the most successful cloud-based business commerce networks in the industry. Together with SAPs cloud assets
and the fast-growing SuccessFactors business, the addition of Ariba will provide another solid growth engine for the company to achieve its growth ambitions in the cloud.
When is the acquisition set to close?
The transaction is expected to close in Q3 of
calendar year 2012, subject to Ariba stockholders approval, clearances by regulatory authorities and other customary closing conditions.
Will SAP continue its procurement solutions or will it transition to Ariba?
SAPs procurement solutions rank among the industry leaders. Together, SAP and Ariba offer a comprehensive selection of on premise and cloud-based procurement solutions. We will have more to say
about the solution portfolio at the close of the transaction, expected in calendar year Q3. It will be business as usual for our customers in the near term, and over the longer term there will be opportunity for our customers to derive even more
business value from their business networks.
Will you bundle offerings of SAP and Aribas solutions?
We see significant potential for synergies with Ariba across SAPs customer base and solution portfolio. Ariba customers currently only make up a
small fraction of SAPs 190,000 customers base less than 1%. There is therefore huge potential to provide SAP customers with new value in their sourcing, procurement and collaborative commerce activities.
How is the acquisition being communicated externally?
SAP issued a press release, held a conference call with press, industry and financial analysts, and has communicated to customers and partners about the
acquisition.
Customers, Partners, and Analysts
Who is telling our customers, partners, and analysts?
Following the distribution of the
press release, we have conducted briefings with analysts and members of the media. We also will have one-on-one discussions with key customers and partners as necessary.
What do Ariba customers gain from this acquisition?
Buyers
using Ariba solutions will benefit over time from:
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Expanded process enablement and improved application integration
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Enhanced analytics and broader process automation
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Improved mobility and reporting
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Sellers will benefit over time from:
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Access and connectivity to more than 190,000 potential business buyers
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Extended CRM & order management process enablement
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Simplified customer integration
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What do SAP customers gain from this acquisition?
Many SAP customers
already use the Ariba Network to connect and collaborate with their trading partners. Through the acquisition, they will, over time, be able to:
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Achieve a closed-loop from source-to-pay, regardless of whether they deploy in the cloud, on-premise or through a combination of both.
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Extend their existing SRM, SCM, CRM apps to discover, connect & collaborate with trading partner ecosystems
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Simplify business-to-business integration and collaboration with 730,000+ companies worldwide
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Access new network-based community services and integrated cloud-based source-to-settle applications on single platform
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Gain 360-degree business intelligence and effectively demonstrate that spending activities, contracts, and supplier interactions adhere to corporate
compliance guidelines.
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What does this acquisition mean for partners of both companies?
With the acquisition, our partner and ecosystem strategies remain the same. The move will bring new field opportunities for our partners to co-innovate on
cloud solutions for our joint customers.
Employees, Organization, and Integration
Do I still have a job?
This is not about
industry consolidation and layoffs. It is about innovating and growing our business. The skills and knowledge of Ariba employees are critical to SAPs success and the primary reason for this acquisition. SAP is relying on your deep experience
in transforming business commerce with collaborative cloud solutions for businesses of all sizes. You are vital in developing our joint future and were counting on your engagement and support to make that happen. SAP is happy to welcome Ariba
employees to the SAP family. We do not anticipate any major workforce changes. We will be working with SAP on integration plans post-closing and keep you informed throughout the process.
Will my job change?
Your job has not changed and is expected to stay fairly consistent
following successful completion of the transaction.
What will happen to the Ariba executive management team?
The existing management team will continue to lead Ariba, which will operate as an independent business under the name Ariba, an SAP company
and report into the Office of the Co-CEOs. In addition, The SAP Executive Board intends to nominate Bob to the SAP Global Managing Board after closing of the transaction and subject to the approval of the SAP Supervisory Board.
When can Ariba employees expect more information on SAP benefits, employee plans, and programs?
Ariba employees will remain on their existing benefits, employee plans and programs until the successful completion of the transaction. More details
regarding SAP benefits will be provided following this milestone.
Will my salary be impacted?
Ariba employees will not experience any reduction in their current base salary as a direct result of the closing of this transaction. Following the
closing, the company will work with SAP to further understand the total compensation package today and work to ensure a highly competitive package remains in place.
If I have a bonus plan with Ariba, will my bonus plan be impacted? How will bonuses be handled for this year?
Ariba employees will remain on their existing bonus plans until the successful completion of the transaction. More details regarding bonus plans will be provided following this milestone.
What will happen to my options, restricted stock and RSUs?
Each stock option (whether vested or unvested) that is outstanding and unexercised immediately prior to the closing will be cashed out at closing and will receive the excess of the merger price ($45 per
share) over the exercise price. For example, an employee with 100 vested stock options at an exercise price of $10 per share and who does not exercise their option prior to the closing will receive $35 per underlying share, or $4,500 in the
aggregate (net of withholding taxes as applicable).
Each vested RSU as of the closing will be cashed out and will receive the merger price
($45 per share). Each unvested RSU and share of restricted stock that is outstanding immediately prior to the closing will remain subject to its vesting terms prior to the closing of the merger and be cashed out at the merger price ($45 per share)
when it vests according to its vesting schedule. An example would be an employee with 100 unvested RSUs that are currently scheduled to vest in November 2012 will receive $45 per RSU, or $4,500 on their vest date (net of withholding taxes as
applicable).
Does my immigration status change?
SAP believes strongly in securing the best talent globally and will work with each individual to understand and assess their situation with the goal of continuing to support ongoing immigration efforts.
Will Ariba employees who accept employment from SAP have to move to an SAP office?
Ariba employees will remain operating out of their current locations until the successful completion of the transaction. Details regarding future office
locations will be shared as we have more information.
Which company policies will apply for me individually moving forward?
Until the successful completion of the transaction, SAP and Ariba will remain two independent companies. As a result, all existing Ariba
policies, including its code of conduct, remain unchanged. More information on SAP policies will be provided following the successful completion of the transaction.
What does the integration timeline look like?
The transaction is expected to close in the
third quarter of calendar year 2012. Until then business at SAP and Ariba will operate as usual. More details on integration will be provided after that milestone.
What will the integration process look like?
Upon completion of the transaction, Ariba is
planned to operate as an independent business under the name Ariba, an SAP company. It is planned that Aribas management team will continue to run the business.
Where can I go for additional information?
For more information and to access important FAQs visit the HR intranet at
http://hr.ariba.com/.
Please submit HR questions not answered within this document to
MandA-AskHR@Ariba.com.
Please
submit Commercial or Customer related question not answered within this document to
MandA-CommercialHotline@Ariba.com.
You can
discover more about SAP on their website:
www.sap.com.
Products and Technology
How will Aribas solutions and technology fit into the SAP organization?
The business network that we will create will set a new standard for the way companies engage with their partners and gain efficiencies beyond the four walls of the enterprise.
Ariba operates one of the worlds largest and most global trading network, with more than 730,000 participants. The combination of this network, and
the cloud-based applications for collaborative commerce delivered on top of it, will enable us to create a digital community through which businesses of all sizes can discover, connect, and collaborate more efficiently and effectively than ever
before and become the platform of choice for business commerce. The addition of SAPs customer base of more than 190,000 companies worldwide will add to the number and types of transactions on the Ariba Network. SAP customers include many of
the Fortune Global 2000, whose procurement activities involve the most partners and highest transaction volumes.
This acquisition will
deliver rapid value for our customers by combining a leader in enterprise software applications with one of the most successful cloud-based marketplace networks in the world.
As a result of this news today, are there any changes to how we sell Ariba products? Are there new rules that must be aligned to SAP?
Until the successful completion of the transaction, sales to customers should continue on their regular course. After the close, SAP and Aribas product and go-to-market teams will determine the best
approach with respect to determining any rules of engagement for the Field. We will provide an update on these plans following the close date.
When will a joint product offering be available? Will this be included in SAPs standard pricing or will there be an additional fee?
Until the successful completion of the transaction, Ariba will maintain its current product offerings. We will have details in this area
following the successful completion of the transaction.
Forward Looking Statements
Certain statements in this communication regarding the proposed transaction between SAP and Ariba, the expected timetable for completing the transaction,
benefits and synergies of the transaction, future opportunities for the combined company and products and any other statements regarding SAP and Aribas future expectations, beliefs, goals, plans or prospects constitute forward-looking
statements made within the meaning of Section 21E of the Securities Exchange Act of 1934 and (collectively, forward-looking statements). Any statements that are not statements of historical fact (including statements containing the words
believes, plans, anticipates, expects, estimates and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or
events to differ materially from those indicated by such forward-looking statements, including the parties ability to consummate the transaction; the conditions to the completion of the transaction, including the receipt of stockholder
approval or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties ability to meet expectations regarding the timing and completion of the transaction; the
possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the arrangement within the expected time-frames or at all and to successfully integrate Aribas operations into those of SAP; such
integration may be more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees of Ariba
may be difficult; SAP and Ariba are subject to intense competition and increased competition is expected in the future; fluctuations in foreign currencies could result in transaction losses and increased expenses; the volatility of the international
marketplace; and the other factors described in SAPs Annual Report on Form 20-F for the year ended December 31, 2011 filed with the SEC, and Aribas Annual Report on Form 10-K for the fiscal year ended September 30, 2011 and in
its most recent quarterly report filed with the SEC. SAP and Ariba assume no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of Ariba by SAP. In connection with the proposed
acquisition of Ariba by SAP, Ariba intends to file relevant materials with the SEC, including Aribas proxy statement in preliminary and definitive form (the Proxy Statement). STOCKHOLDERS OF ARIBA ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING ARIBAS DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of charge at
the SECs web site, http://www.sec.gov. Documents will also be available for free from Ariba by contacting Ariba Investor Relations at (650) 390-1000 or
investor@ariba.com.
Participants in Solicitation
SAP and its directors and executive officers, and Ariba and
its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Aribas common stock in respect of the proposed transaction. Information about the directors and executive officers of SAP
is set forth in its Annual Report on Form 20-F, which was filed with the SEC on March 23, 2012. Information about the directors and executive officers of Ariba is set forth in the proxy statement for Aribas 2012 Annual Meeting of
Stockholders, which was filed with the SEC on December 8, 2011. Investors may obtain additional information regarding the interest of such participants by reading the definitive proxy statement regarding the acquisition when it becomes
available.
Ariba-SAP Acquisition External Q&A posted on the Ariba intranet on May 22, 2012:
Ariba-SAP Acquisition External Q&A
KEY MESSAGES:
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The cloud has profoundly changed the way we interact in communities as individuals. The impact will be even greater as enterprises look to connect
and collaborate in new ways with their global networks of customers and partners.
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This acquisition will accelerate Aribas vision for the networked enterprise and strategy to enhance its position as the worlds business
commerce network.
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In combining Aribas successful global trading network with SAPs broad customer base and deep software expertise, we can create new models
for business-to-business collaboration in the cloud that enable more efficient and effective commerce within and between companies.
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And, we can accelerate the growth and value of our network, providing additional resources and reach to accelerate our stated goal to enable $1
trillion in commerce by 2015
and more beyond that.
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1.
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Why is Ariba being acquired by SAP?
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In combining Aribas successful global trading network with SAPs broad customer base and deep software expertise, we can create new models for business-to-business collaboration in the cloud
that enable more efficient and effective commerce within and between companies.
And, we can accelerate the growth and value
of our network, providing additional resources and reach to accelerate our stated goal to enable $1 trillion in commerce by 2015
and more beyond that.
SAP is a market
leader in enterprise application software helping 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.
In combining Aribas successful global trading network with SAPs broad customer base and deep software expertise, we can create
new models for business-to-business collaboration in the cloud that enable more efficient and effective commerce within and between companies
Large SAP customers already use the Ariba Network to connect and collaborate with their trading partners and extend the value of their SAP investments. And there is plenty of opportunity for us to expand
our footprint and leadership in collaborative business commerce.
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3.
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Are you being acquired by SAP because of weak sales of your procurement solutions?
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Together, Ariba and SAP can offer a comprehensive selection of on-premise and cloud-based procurement solutions that facilitate
participation and extend the benefits of business collaboration to all companies, on any system, from any provider. Through the merger, we can accelerate innovations across our solutions and give customers the best options for both intra- and
inter-enterprise collaborative commerce.
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4.
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Will SAP integrate Aribas solutions and technology or maintain it as a separate platform?
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The goal is to optimize integration of Aribas applications with SAPs broader portfolio and to provide customers with
consistency regardless of platforms. SAP can offer end-to-end processes integrating world-class line of business cloud offerings with the most respected on-premise solutions available.
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5.
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Are there synergies between Ariba and SAP solutions?
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We see significant potential for synergies with Ariba across SAPs customer base and solution portfolio. Ariba customers currently only make up a small fraction of SAPs 190,000 customers base
less than 1% . There is therefore huge potential to provide SAP customers with new value in their sourcing, procurement and collaborative commerce activities.
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6.
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How will Ariba be differentiated from its competitors after this acquisition?
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The synergy we create in combining Aribas successful global trading network with SAPs broad customer base and deep software
expertise will set a new standard for the way companies engage their partners and gain efficiencies beyond the four walls of the enterprise
It will also accelerate the growth and value of our network, providing additional resources and reach to accelerate our stated goal to enable $1 trillion in commerce by 2015 and deliver rapid value for
our customers.
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7.
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How will Ariba customers benefit from the acquisition?
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Buyers using Ariba solutions will benefit over time from:
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Expanded process enablement and improved application integration
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Enhanced analytics and broader process automation
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Improved mobility and reporting
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Sellers will benefit over time from:
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Access and connectivity to more than 190,000 potential business buyers
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Extended CRM & order management process enablement
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Simplified customer integration
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8.
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How will SAP customers benefit from the acquisition?
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Many SAP customers already use the Ariba Network to connect and collaborate with their trading partners. Through the acquisition, they will, over time, be able to:
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Achieve a closed-loop from source-to-pay, regardless of whether they deploy in the cloud, on-premise or through a combination of both.
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Extend their existing SRM, SCM, CRM apps to discover, connect & collaborate with trading partner ecosystems
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Simplify business-to-business integration and collaboration with 730,000+ companies worldwide
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Access new network-based community services and integrated cloud-based source-to-settle applications on single platform
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Gain 360-degree business intelligence and effectively demonstrate that spending activities, contracts, and supplier interactions adhere to corporate
compliance guidelines.
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9.
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What does this acquisition mean for Aribas ecosystem? Will Ariba partners be able to sell SAP solutions?
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With the acquisition, our ecosystem strategy remains the same. The move will bring new field opportunities for our partners to co-innovate
on cloud solutions for our joint customers.
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10.
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How will Ariba fit into SAP?
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Upon completion of the merger, SAP plans to consolidate all of its cloud-related supplier assets 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 and report into the Office of the Co-CEOs.
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11.
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What will happen to Aribas management team and employees?
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The existing management team will continue to lead Ariba, which will operate as an independent business under the name Ariba, an SAP company and report into the Office of the Co-CEOs. In
addition, The SAP Executive Board intends to nominate Bob to the SAP Global Managing Board after closing of the transaction and subject to the approval of the SAP Supervisory Board.
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12.
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Will you eliminate positions as a result of this transaction?
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This transaction is about growth and innovation as opposed to consolidation and SAP welcomes Ariba employees.
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13.
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Do you anticipate any regulatory issues related to this transaction?
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The transaction will require anti-trust and other regulatory filings in the US and various other jurisdictions, including with the Securities Exchange Commission in the US, but we do not expect any
regulatory issues.
FINANCIAL QUESTIONS
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1.
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The offer is a premium to the current stock price, but how does this represent getting the best value to shareholders? How did the Board evaluate the offer and
conclude it was fair?
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Aribas Board of Directors evaluated this transaction against other strategic
alternatives, as well as against its standalone opportunity, and found this transaction to be the most attractive risk adjusted alternative for shareholders. We will be filing our proxy statement within the next few days, which will go into the
background of this transaction in detail.
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2.
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Could there be a potential counter-offer?
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There is not a go-shop associated with the transaction, but we have preserved the boards ability to fulfill its fiduciary obligation to get the best value to our shareholders prior to the closing of
this transaction. We have filed the merger agreement with the SEC, in which you can find the deal terms.
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3.
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What was the timeline for the deal, how long were you talking to SAP and/or others?
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We will be filing our proxy statement within the next few days. This filing will go into the background of this transaction in
detail.
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4.
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Is there a break-up fee on either side if the deal doesnt happen?
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There is a break-up fee if the transaction is terminated under certain circumstances. Please refer to the merger agreement that is on file with the SEC.
Forward Looking Statements
Certain
statements in this communication regarding the proposed transaction between SAP and Ariba, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products
and any other statements regarding SAP and Aribas future expectations, beliefs, goals, plans or prospects constitute forward-looking statements made within the meaning of Section 21E of the Securities Exchange Act of 1934 and
(collectively, forward-looking statements). Any statements that are not statements of historical fact (including statements containing the words believes, plans, anticipates, expects,
estimates and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements,
including the parties ability to consummate the transaction; the conditions to the completion of the transaction, including the receipt of stockholder approval or the regulatory approvals required for the transaction may not be obtained on the
terms expected or on the anticipated schedule; the parties ability to meet expectations regarding the timing and completion of the transaction; the possibility that the parties may be unable to achieve expected synergies and operating
efficiencies in the arrangement within the expected time-frames or at all and to successfully integrate Aribas operations into those of SAP; such integration may be more difficult, time-consuming or costly than expected; operating costs,
customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key
employees of Ariba may be difficult; SAP and Ariba are subject to intense competition and increased competition is expected in the future; fluctuations in foreign currencies could result in transaction losses and increased expenses; the volatility
of the international marketplace; and the other factors described in SAPs Annual Report on Form 20-F for the year ended December 31, 2011 filed with the SEC, and Aribas Annual Report on Form 10-K for the fiscal year ended
September 30, 2011 and in its most recent quarterly report filed with the SEC. SAP and Ariba assume no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue
reliance on these forward-looking statements that speak only as of the date hereof.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of Ariba by SAP. In connection with
the proposed acquisition of Ariba by SAP, Ariba intends to file relevant materials with the
SEC, including Aribas proxy statement in preliminary and definitive form (the Proxy Statement). STOCKHOLDERS OF ARIBA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING ARIBAS DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of charge at the SECs web site,
http://www.sec.gov. Documents will also be available for free from Ariba by contacting Ariba Investor Relations at (650) 390-1000 or
investor@ariba.com.
Participants in Solicitation
SAP and its directors and executive officers, and Ariba and
its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Aribas common stock in respect of the proposed transaction. Information about the directors and executive officers of SAP
is set forth in its Annual Report on Form 20-F, which was filed with the SEC on March 23, 2012. Information about the directors and executive officers of Ariba is set forth in the proxy statement for Aribas 2012 Annual Meeting of
Stockholders, which was filed with the SEC on December 8, 2011. Investors may obtain additional information regarding the interest of such participants by reading the definitive proxy statement regarding the acquisition when it becomes
available.
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