SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Sybase, Inc.
(Name of Subject Company)
Sheffield Acquisition Corp.
a wholly-owned subsidiary of
SAP America, Inc.
a wholly-owned subsidiary of
SAP AG
(Name of Filing Persons, Offerors)
Common Stock, par value $0.001 per share,
Associated Preferred Stock Purchase Rights
(Title of Class of Securities)
871130100
(CUSIP Number of Class of Securities)
Michael Junge
General Counsel
SAP AG
Dietmar-Hopp-Allee 16
D-69190 Walldorf
Federal Republic of Germany
+49 6227 74 7474
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Daniel R. Mitz, Esq.
Jonn R. Beeson, Esq.
Kevin B. Espinola, Esq.
Jones Day
1755 Embarcadero Road
Palo Alto, CA 94303
Telephone: (650) 739-3939
Calculation of Filing Fee
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Transaction Valuation |
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Amount of Filing Fee |
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Not applicable
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Not applicable |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.
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Amount Previously Paid: N/A |
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Filing Party: N/A |
Form or Registration No.: N/A |
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Date Filed: N/A |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender
offer: ¨
SCHEDULE TO
This Tender Offer Statement on Schedule TO is being filed by SAP AG, an Aktiengesellschaft
organized under the laws of Germany, SAP America, Inc., a Delaware corporation (“SAP America”), and
Sheffield Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of SAP America,
pursuant to General Instruction D to Schedule TO.
Additional Information
This announcement is neither an offer to purchase nor a solicitation of an offer to sell
securities. The tender offer for the outstanding shares of the Company’s common stock described
in this announcement has not commenced. At the time the offers are commenced, a subsidiary of
SAP AG (“Purchaser”) will file a Schedule TO Tender Offer Statement, with the Securities and
Exchange Commission, and Sybase, Inc. will file a Schedule 14D-9
Solicitation/Recommendation Statement, with respect to the offer. The Tender Offer Statement
(including an offer to purchase, a related letter of transmittal and other offer documents) and the
Solicitation/Recommendation Statement will contain important information that should be read
carefully before any decision is made with respect to the Tender Offer. Those materials and all
other documents filed by SAP AG or Purchaser with the SEC will be available at no charge on
the Securities and Exchange Commission’s web site at www.sec.gov. The Schedule TO Tender
Offer Statement and related materials may be obtained for free by directing such requests to SAP
AG, Attention: Stefan Gruber, Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany, Telephone:
+49 6227 744872. The Schedule 14D-9 Solicitation/Recommendation Statement and such other
documents may be obtained for free by directing such requests to Sybase, Inc., Attention: Dan
Cohen, One Sybase Drive, Dublin, CA 94568, Telephone: +1-925-236-5000.
ITEM 12. EXHIBITS
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(a)(5)(A) |
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Joint press release issued by SAP AG and Sybase, Inc. dated May 12, 2009 |
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(a)(5)(B) |
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Ad hoc disclosure issued by SAP AG dated May 12, 2009 |