Tag Archives: Acquisitions

SAP to Acquire Sybase, Inc.

Strategic Move to Accelerate the Reach of SAP® Solutions across Mobile Platforms,
Help Companies Manage and Analyze Business Information and Processes on Any Device

WALLDORF, Germany and Dublin, California, USA – May 12, 2010 – SAP (NYSE: SAP) and Sybase, Inc., Dublin, California (USA) (NYSE: SY) today announced that SAP’s subsidiary, SAP America, Inc., has signed a definitive merger agreement to acquire Sybase, Inc., in a transaction that will bring the two information technology (IT) leaders together to enable companies to become better-run “unwired enterprises.” As a result of this transaction, customers will be able to better harness today’s explosion of data and deliver information and insight in real time to business consumers wherever they work so they can make faster, more informed decisions. Companies will benefit from greater productivity, speed and agility to help their businesses grow. Under the terms and conditions of the merger agreement, SAP America, Inc., will make an all cash tender offer for all of the outstanding shares of Sybase common stock at $65.00 per share, representing an enterprise value of approximately $5.8 billion.

The per share purchase price represents a 44% premium over the three-month average stock price of Sybase. The transaction will be funded from SAP’s cash on hand and a €2.75 billion loan facility arranged and underwritten by Barclays Capital and Deutsche Bank.

The Sybase board of directors has unanimously approved the transaction. The closing of the tender offer is conditioned on the tender of a majority of the outstanding shares of Sybase’s common stock on a fully diluted basis and clearance by the relevant antitrust authorities.

SAP and Sybase to Benefit from Synergies
Both SAP and Sybase will benefit from synergies across product lines and markets. SAP will accelerate the reach of its solutions across mobile platforms and drive forward the realization of its in-memory computing vision. This will drive higher user adoption of SAP software and unlock significant business value out of existing customer investments. In addition, Sybase’s innovative mobile platform can connect all applications and data (SAP and non-SAP) and enable them on mobile devices. SAP, Sybase and their customers will be able to tap into Sybase’s messaging network to reach 4 billion mobile subscribers through 850+ operator relationships worldwide and engage their consumers via alerts, transactions and promotions on their mobile devices.

For Sybase, SAP in-memory technology will provide the opportunity for dramatic performance improvements to its analytic processing capabilities. Sybase will also be able to bring its complex event processing and analytics expertise, which was built in the financial sector, to customers in other industries, markets and product areas in which SAP has a complementary, strong presence. Finally, Sybase’s core database business will be enhanced by SAP in-memory technology to deliver integrated transactional and analytical capabilities. At the same time, SAP reinforced its dedication to customer choice by stating that it will continue its commitment to supporting leading database vendors.

The synergies between the two companies will also expand opportunities for the SAP and Sybase ecosystems. Software and implementation partners can capture new opportunities by innovating on Sybase’s market-leading mobile platform, which will make it easier to create, deliver and securely manage mobile enterprise applications across major device types.

SAP and Sybase Stronger Together
“With this transaction, SAP will dramatically expand its addressable market by making available its market-leading solutions to hundreds of millions of mobile users, combining the world’s best business software with the world’s most powerful mobile infrastructure platform,” said Bill McDermott, co-CEO of SAP and member of the SAP Executive Board. “This is a game-changing transaction for SAP and Sybase customers, who will be better able to connect their employees with key functionality and information from anywhere and make it easier for companies to make faster, more informed business decisions in real time. With SAP’s customer-centric approach, we are resolute in our commitment to support Sybase customers to be best-run businesses.”

SAP said it will continue to support each organization’s product road map while enhancing products to help customers derive additional value from existing investments. It also stated that both companies’ development organizations would remain intact, with the opportunity to cross-collaborate to increase innovation for customers.

Headquartered in Dublin, California, Sybase delivers a range of solutions to ensure that customer information is securely managed and mobilized to the point of action, including enterprise and mobile databases, middleware, synchronization, encryption and device management software, and mobile messaging services.

“Mobile devices are becoming the preferred interaction point with business applications, whether the user is a factory supervisor, a retail manager or an entrepreneur in a developing nation,” said Jim Hagemann Snabe, co-CEO of SAP and member of the SAP Executive Board. “The combination of SAP and Sybase will give users the option of running their operations from leading mobile devices and will unleash the full power of mobility, including messaging interoperability, content delivery and mobile commerce services, across all companies and roles and in any location. In addition, innovation around Sybase’s established database business will pave the way for ‘real’ real-time analytics and finally remove the decade-old barrier between business applications and business intelligence.”

Sybase to Operate Stand-Alone
The two companies announced that Sybase will operate as a standalone unit under the name “Sybase, an SAP Company.” Sybase’s management team will continue to run the business. The SAP Executive Board plans to propose to the Supervisory Board to appoint the Chairman and CEO of Sybase to SAP’s Executive Board.

“This transaction better positions SAP and Sybase to bring remarkable benefits of mobility and real-time information to our customers’ existing technology investments,” said Vishal Sikka, Chief Technology Officer and member of the SAP executive board in charge of Technology and Innovation. “SAP’s in-memory computing technology is already revolutionizing business analytics and will bring a paradigm shift to enterprise data management for all applications. The in-memory team within SAP will continue its current mission to innovate in-memory technology and these innovations will enable both SAP and Sybase to bring unprecedented value to their customers.”

“This combination is a transformative event in the software industry,” said John Chen, CEO of Sybase, Inc. “SAP’s in-memory technology in combination with Sybase’s database technology will revolutionize how transactional and analytic applications are built, benefiting all businesses. Further, by combining the market leader in enterprise applications with the market leader in enterprise mobility, companies around the world will be able to run their business from many devices. This will drive a new wave of enterprise productivity. The combined SAP/Sybase will be able to provide a software offering that enables companies to transform their businesses in an increasingly data-, consumer- and mobile-centric world.”

Transaction Expected to Be Accretive to SAP’s Earnings per Share on a non-IFRS Basis in 2010 and Beyond
The transaction is expected to close during the third quarter of 2010 and will be immediately accretive to SAP’s earnings per share on a non-IFRS adjusted basis. SAP expects the combination to deliver synergies through both revenue enhancement and the realization of cost efficiencies. Additional details regarding specific product, go-to-market and other integration details will be provided after the transaction is complete.

Tender Offer Details and Disclosure Information
SAP America’s wholly owned subsidiary, Sheffield Acquisition Corp.will promptly commence a tender offer under US securities law for all outstanding shares of Sybase common stock.

The completion of the tender offer and acceptance of Sybase’s shares is conditioned on the tender of a majority of the outstanding shares of Sybase’s common stock on a fully diluted basis and the satisfaction of regulatory and other customary conditions. Approval of the transaction by SAP’s stockholders is not required and the transaction is not subject to a financing condition.

VIA SAPPRESS

HP to Acquire Palm for $1.2 Billion

HP (NYSE: HPQ) and Palm, Inc. (NASDAQ: PALM) today announced that they have entered into a definitive agreement under which HP will purchase Palm, a provider of smartphones powered by the Palm webOS mobile operating system, at a price of $5.70 per share of Palm common stock in cash or an enterprise value of approximately $1.2 billion. The transaction has been approved by the HP and Palm boards of directors.

“We look forward to working with HP to continue to deliver industry-leading mobile experiences to our customers and business partners.”

The combination of HP’s global scale and financial strength with Palm’s unparalleled webOS platform will enhance HP’s ability to participate more aggressively in the fast-growing, highly profitable smartphone and connected mobile device markets. Palm’s unique webOS will allow HP to take advantage of features such as true multitasking and always up-to-date information sharing across applications.

“Palm’s innovative operating system provides an ideal platform to expand HP’s mobility strategy and create a unique HP experience spanning multiple mobile connected devices,” said Todd Bradley, executive vice president, Personal Systems Group, HP. “And, Palm possesses significant IP assets and has a highly skilled team. The smartphone market is large, profitable and rapidly growing, and companies that can provide an integrated device and experience command a higher share. Advances in mobility are offering significant opportunities, and HP intends to be a leader in this market.”

“We’re thrilled by HP’s vote of confidence in Palm’s technological leadership, which delivered Palm webOS and iconic products such as the Palm Pre. HP’s longstanding culture of innovation, scale and global operating resources make it the perfect partner to rapidly accelerate the growth of webOS,” said Jon Rubinstein, chairman and chief executive officer, Palm. “We look forward to working with HP to continue to deliver industry-leading mobile experiences to our customers and business partners.”

Under the terms of the merger agreement, Palm stockholders will receive $5.70 in cash for each share of Palm common stock that they hold at the closing of the merger. The merger consideration takes into account the updated guidance and other financial information being released by Palm this afternoon. The acquisition is subject to customary closing conditions, including the receipt of domestic and foreign regulatory approvals and the approval of Palm’s stockholders. The transaction is expected to close during HP’s third fiscal quarter ending July 31, 2010.

Palm’s current chairman and CEO, Jon Rubinstein, is expected to remain with the company.

Via Businesswire

Ford sells Volvo to Chinese group

Ford sells Volvo to Chinese group

• £1.2bn Volvo deal underscores China’s world role in business
• Beijing factory will make 300,000 Volvos a year

Volvo on sale in ChinaVolvo car on display at a shopping mall in Beijing where 300,000 could be produced at Zhejiang Geely’s factory. Photograph: Goh Chai Hin/AFP/Getty Images

A Chinese company is buying Volvo from Ford for £1.2bn, making it China‘s biggest purchase of an overseas carmaker and one of its largest foreign investments.

The acquisition of the loss-making Swedish unit by Zhejiang Geely Holding Group underscores China’s arrival as a force in the global car industry, as well as flagging up its ambition to become a big player on the world business stage.

China has more than £1.4tn in reserves and its companies are investing heavily overseas, particularly in energy and commodities in an attempt to secure supplies for its fast-growing economy.

Yesterday’s announcement demonstrates the ambition of the Chinese to snap up western consumer industries and so gain greater industrial expertise.

Geely is planning a factory in Beijing that will make 300,000 Volvo-branded cars a year, or as many Volvos for China as are now made abroad for foreigners.

The Chinese company will gain access to Volvo’s technology, as well as an image boost because of the brand’s premium status in China, said Vivien Chan, an analyst at SinoPac Securities.

China raced past the US to become the world’s top auto market last year, with sales surging by 46% to a record 13.6m vehicles. It is keen to move into western markets but has so far lacked the technology and brand recognition to do so. The Volvo deal should help it to get around some of those obstacles more quickly.

Unlike the abortive attempt by General Motors (GM) to sell its gas-guzzling Hummer brand to Tengzhong, a little-known Chinese machinery maker, Geely’s Volvo purchase has been backed by Beijing. The company is paying about £1bn of the asking price in cash.

Volvo may get a boost from Beijing’s plan to support domestic brands and replace Volkswagen’s Audi A6 as Chinese state officials’ car of choice.

“We want to stabilise and enhance the traditional markets in Europe and North America, and at the same time develop Volvo in emerging markets, including China,” Geely’s chairman, Li Shufu, said.

Today’s deal ends nearly two years of talks with Geely over Volvo – the last sale from Ford’s luxury brands division, which used to include Aston Martin, Jaguar and Land Rover.

“Today represents a milestone in the history of Geely,” Li said, adding that Volvo Cars would remain a separate company with its own management team based in Sweden.

Such a deal would have been nearly unimaginable a few years ago for the Chinese carmaker, which on 2009 forecasts has a turnover of only 16% of Volvo’s, and has just over half the workforce. It highlights in particular the opportunities that have emerged from the financial crisis for smaller players. For example, Spyker, the tiny Dutch sports car maker, clinched a deal in January to buy Saab from GM.

Geely said that it had secured all the necessary financing to complete the deal, though it remained open to a possible loan from the European Investment Bank.

Addressing questions regarding Geely’s plans to keep production lines running in Europe, Li said that it was important Volvo stayed close to supply centres: “I have a deep belief that the manufacturing footprint in Gothenburg and Belgium will be preserved in the longer term.”

Volvo labour unions, which had been critical of the proposed sale and complained about a lack of information, said that they now backed the takeover.

The deal, which both sides aim to close in the third quarter, will help free up cash for the number-two US carmaker and enable it to focus on its core Ford brand.

Geely was named by Ford as the preferred bidder for Volvo in October 2009.

The Chinese carmaker clinched the company at a price tag well below the $6.5bn Ford paid for it in 1999. Ford’s finance director, Lewis Booth, said: “We think it’s a fair price for a good business.”

VIA Guardian