SAP SE / Key word(s): Mergers & Acquisitions/Offer
18.09.2014 23:08
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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WALLDORF, Germany and BELLEVUE, Washington - September 18, 2014 - SAP SE
(NYSE: SAP) and Concur Technologies, Inc. (NSDQ: CNQR) today announced that
SAP's subsidiary, SAP America, Inc., has entered into an agreement to
acquire Concur. With more than 23,000 customers, 4,200 employees and 25
million active users in over 150 countries, Concur is the leader in the
multi-billion market for travel and expense (T&E) management software. With
Concur, SAP's business network - the world's largest - will transact more
than US$600 billion annually, deliver frictionless commerce across more
than 25 different industries and address annual corporate travel spend of
US$1.2 trillion worldwide.
The Concur board of directors has unanimously approved the transaction,
which is expected to close in the fourth quarter 2014 or the first quarter
2015, subject to Concur stockholder approval, clearances by the relevant
regulatory authorities and other customary closing conditions. The
per-share purchase price of US$129 represents a 20% premium over the
September 17 closing price, a 21% premium over the one month volume
weighted average price per share and an enterprise value of approximately
US$8.3 billion. The transaction will be funded from a credit facility
agreement of up to EUR7 billion to cover the purchase price, target debt
refinancing and acquisition-related costs. The company has undergone an
external credit rating process with two agencies. The results of this
process will be published shortly.
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Information and Explaination of the Issuer to this News:
Financial Analyst and Media Conference Call
SAP and Concur will host a conference call for financial analysts and media
to discuss the transaction on Thursday, September 18, 2014 at 3:00 PM (PDT)
/ 6:00 PM (EDT) / 11:00 PM (London) / 12:00 AM (Sept 19) (CET).
The call will be webcast at www.sap.com/investor.
Conference ID: 1656295
Participant Dial-in Numbers:
US/Canada: 888-334-3032
UK: 0800 404 7656
Germany: 0800 181 9013
Rest of World: +1-719-325-4856
Replay Dial-in Numbers:
US/Canada: 888-203-1112
Rest of World: +1-719-457-0820
Replay Passcode: 1656295
For more information, visit the SAP News Center. Follow SAP on Twitter at
@sapnews.
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 261,000 customers to operate profitably,
adapt continuously, and grow sustainably. For more information, visit
www.sap.com.
About Concur
Concur is the leading provider of spend management solutions and services
in the world, helping companies of all sizes transform the way they manage
spend so they can focus on what matters most. Through Concur's open
platform, the entire travel and expense ecosystem of customers, suppliers,
and developers can access and extend Concur's T&E cloud. Concur's systems
adapt to individual employee preferences and scale to meet the needs of
companies from small to large. Find out how to put your app in front of
25M business travelers with the Concur Platform and pitch for $100,000 in
funding awards at The Perfect Trip DevCon 2014, from Concur & TripIt. For
more information, visit www.concur.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 the U.S. Private Securities
Litigation Reform Act of 1995. Words such as 'anticipate', 'believe',
'estimate', 'expect', 'forecast', 'intend', 'may', 'plan', 'project',
'predict', 'should' and ''will' and similar expressions as they relate to
SAP or Concur are intended to identify such forward-looking statements.
This release contains forward-looking statements that involve risks and
uncertainties concerning the parties' ability to close the transaction and
the expected closing date of the transaction, the anticipated benefits and
synergies of the proposed transaction, anticipated future combined
operations, products and services, and the anticipated role of Concur, its
key executives and its employees within SAP following the closing of the
transaction. Actual events or results may differ materially from those
described in this release due to a number of risks and uncertainties. These
potential risks and uncertainties include, among others, the outcome of
regulatory reviews of the proposed transaction, the ability of the parties
to complete the transaction, the failure to retain key Concur employees,
customer and partner uncertainty regarding the anticipated benefits of the
transaction, the failure of SAP and Concur to achieve the anticipated
synergies of the proposed transaction and other risks detailed in SAP's and
Concur's SEC filings, including those discussed in SAP's Annual Report on
Form 20-F for the year ended December 31, 2013 and Concur's quarterly
report on Form 10-Q for the quarter ended June 30, 2014, each of which is
on file with the SEC and available at the SEC's website at www.sec.gov. SAP
is not obligated to update these forward-looking statements to reflect
events or circumstances after the date of this document. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of their dates.
Additional Information About the Merger
In connection with the proposed merger, Concur will file a proxy statement
with the SEC. The definitive proxy statement will be sent or given to
Concur stockholders and will contain important information about the
proposed merger and related matters. Concur'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 it will contain important information about the
merger and the parties to the merger. Additionally, Concur and SAP will
file other relevant materials in connection with the proposed acquisition
of Concur by SAP pursuant to the terms of an Agreement and Plan of Merger
by and among, SAP America, Congress Acquisition Corp., a wholly owned
subsidiary of SAP America, and Concur. SAP, Concur 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 Concur 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 Concur's participants in the
solicitation, which may, in some cases, be different than those of Concur'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 Concur 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
Concur by contacting Concur Investor Relations through the investor contact
page on the company's website at
https://www.concur.com/en-us/investors/contact.
(c) 2014 SAP SE. All rights reserved.
No part of this publication may be reproduced or transmitted in any form or
for any purpose without the express permission of SAP SE. The information
contained herein may be changed without prior notice.
Some software products marketed by SAP SE and its distributors contain
proprietary software components of other software vendors. National product
specifications may vary.
These materials are provided by SAP SE and its affiliated companies ('SAP
Group') for informational purposes only, without representation or warranty
of any kind, and SAP Group shall not be liable for errors or omissions with
respect to the materials. The only warranties for SAP Group products and
services are those that are set forth in the express warranty statements
accompanying such products and services, if any. Nothing herein should be
construed as constituting an additional warranty.
SAP and other SAP products and services mentioned herein as well as their
respective logos are trademarks or registered trademarks of SAP SE (or an
SAP affiliate company) in Germany and other countries. Please see
http://www.sap.com/corporate-en/about/legal/copyright/index.html for
additional trademark information and notices.
For more information, financial community only:
Stefan Gruber, SAP; +49 (6227) 7-44872; investor@sap.com, CET
Todd Friedman, Concur; +1 (415) 734-4605; todd.friedman@concur.com, PDT
Follow SAP Investor Relations on Twitter at @sapinvestor.
18.09.2014 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: SAP SE
Dietmar-Hopp-Allee 16
69190 Walldorf
Germany
Phone: +49 (0)6227 - 74 74 74
Fax: +49 (0)6227 - 75 75 75
E-mail: investor@sap.com
Internet: www.sap.com
ISIN: DE0007164600
WKN: 716460
Indices: DAX
Listed: Regulierter Markt in Berlin, Frankfurt (Prime Standard),
Stuttgart; Freiverkehr in Düsseldorf, Hamburg, Hannover,
München; Terminbörse EUREX; NYSE
End of Announcement DGAP News-Service
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DGAP-Adhoc: SAP SE: SAP to Acquire Concur, Expanding the World's Largest Business Network
| Source: EQS Group AG