SAP had announced that its indirectly wholly-owned subsidiary, Saturn Expansion Corporation, has extended the expiration of its cash tender offer for all outstanding shares of common stock of SuccessFactors, Inc. (NYSE: SFSF) for $40.00 per share, without interest and less any applicable withholding taxes, to 5:00 p.m., New York City time on January 25, 2012. The tender offer is being made pursuant to an Offer to Purchase dated December 16, 2011 and in connection with an Agreement and Plan of Merger dated as of December 3, 2011. SAP and SuccessFactors first announced this transaction on December 3, 2011.
The tender offer is being extended because the parties have not yet received approval of the Committee on Foreign Investment in the United States ("CFIUS") under U.S. national security regulations, which is a condition to the offer. The parties filed a joint voluntary notice with CFIUS pursuant to the relevant law (Sec. 721 of Title VII of the Defense Production Act of 1950 (50 U.S.C. App. 2170), "Exon-Florio") and its implementing regulations, which was accepted with an effective date of December 22, 2011. CFIUS review may take up to thirty calendar days, at which time CFIUS may either inform the parties that there are no national security concerns and terminate the review or initiate an investigation. An investigation may last up to 45 calendar days. Except for the extension of the tender offer, all other terms and conditions of the tender offer remain unchanged.
Computershare Trust Company, N.A., SuccessFactors, Inc.'s transfer agent, has indicated that, as of 5:00 p.m., New York City time, on January 18, 2012, 85,245,987 shares of common stock of SuccessFactors, Inc. were issued and outstanding. American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has indicated that, as of 5:00 p.m., New York City time, on January 18, 2012, 75,505,778 shares of common stock of SuccessFactors, Inc. have been tendered into and not withdrawn from the tender offer (including 4,174,985 shares of common stock of SuccessFactors, Inc. tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase).
