SAP Completes Acquisition of Sybase, Inc.

WALLDORF, Germany, July 30 /PRNewswire-FirstCall/ -- SAP AG (NYSE: SAP) today announced that it has completed the acquisition of Sybase, Inc. The acquisition was completed via a short-form merger under Delaware law pursuant to which Sheffield Acquisition Corp., an indirectly wholly owned subsidiary of SAP, was merged with and into Sybase, with Sybase surviving the merger as a wholly-owned subsidiary of SAP America, U.S. operating subsidiary of SAP. As a result of the merger, all outstanding shares of Sybase that were not tendered into the previously completed tender offer (other than shares held by Sybase, SAP America or any of their wholly-owned subsidiaries, and shares held by stockholders that properly exercise appraisal rights under Delaware law) were converted into the right to receive $65.00 per share in cash without interest and subject to any required withholding of taxes, the same consideration paid to stockholders in the tender offer.

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Forward-Looking Statements

This release contains forward-looking statements that involve risks and uncertainties concerning the parties' ability to close 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 and the ability of the parties to complete the transaction. Sybase is not obligated to update these forward-looking statements to reflect events or circumstances after the date of this document.

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 are intended to identify such forward-looking statements. SAP undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect SAP's future financial results are discussed more fully in SAP's filings with the U.S. Securities and Exchange Commission ("SEC"), including SAP's most recent Annual Report on Form 20-F filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

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SOURCE SAP AG