- Written communication by the subject company relating to a third party tender offer (SC14D9C)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 14D-9

(RULE 14d-101)

 

 

SOLICITATION/RECOMMENDATION STATEMENT UNDER

SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

SuccessFactors, Inc.

(Name of Subject Company)

 

 

SuccessFactors, Inc.

(Name of Person(s) Filing Statement)

 

 

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

864596101

(CUSIP Number of Class of Securities)

Lars Dalgaard

Chief Executive Officer

1500 Fashion Island Blvd., Suite 300

San Mateo, CA 94404

[phone]

(Name, Address and Telephone Number of Person Authorized to Receive

Notice and Communications on Behalf of the Person(s) Filing Statement)

 

 

With a copy to:

 

Jeffrey R. Vetter, Esq.		Hillary B. Smith, Esq.
Fenwick & West LLP		Vice President, General Counsel and Secretary
801 California Street		SuccessFactors, Inc.
Mountain View, California 94041		1500 Fashion Island Blvd., Suite 300
[phone]		San Mateo, CA 94404
		[phone]

 

 

 

x	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

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This Schedule 14D-9 contains the following documents relating to the proposed acquisition of SuccessFactors, Inc. (the “ Company ”) by SAP America, Inc., a wholly-owned subsidiary of SAP AG, pursuant to the Agreement and Plan of Merger, dated December 3, 2011, by and among SAP America, Inc., a Delaware corporation (“ Parent ”), Saturn Expansion Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“ Purchaser ”), SAP AG, an Aktiengesellschaft organized under the laws of Germany and the parent company of Parent (“ SAP AG ”) and the Company:

 

1.

Customer Presentation, distributed December 7, 2011.

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SAP to Accelerate Cloud Strategy with Acquisition of Success Factors Customer Talk Track December 2011 1. Customer Talk Presentation, distributed December 7, 2011 SuccessFactors Proprietary and Confidential   © 2011 SuccessFactors, Inc.  All rights reserved.

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2 Transaction Overview SAP Acquires SuccessFactors • SAP to acquire SuccessFactors for $40/per share in cash, or approximately $3.4 billion net of cash and debt • The per share purchase price represents a 52% premium both over the December 2nd closing price and the one month volume weighted average price • Acquisition will be effected through a tender offer • SuccessFactors board of directors has unanimously approved the transaction • Closing is expected in the first quarter of 2012 SuccessFactors Proprietary and Confidential   © 2011 SuccessFactors, Inc.  All rights reserved.

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3 Transaction Overview Combination redefines Software-as-a-Service (SaaS) market • Acquisition will add SuccessFactors’ widely respected team and technology to SAP’s powerful cloud assets • Significantly accelerates SAP’s momentum as a provider of cloud applications, platforms and infrastructure • Will establish an advanced end-to-end offering of cloud and on-premise solutions for managing all relevant business processes Combination will enable SAP total revenue growth beyond goal of € 20bn by 2015 SuccessFactors Proprietary and Confidential   © 2011 SuccessFactors, Inc.  All rights reserved.

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4 What it Means to You SuccessFactors will remain a standalone company with massive resources to delight you as "SuccessFactors, an SAP company” • SuccessFactors will be closely integrated in SAP’s overall cloud and on-premise HCM roadmaps • Lars Dalgaard will lead SAP cloud business in addition to being CEO of SuccessFactors and is recommended to be appointed to the executive board of SAP AG • Lars Dalgaard will define and lead the go to market strategy for all combined cloud solutions • SuccessFactors’ team will remain in their current positions – as will the exceptional people you deal with in the field and operations every day • Additional resources from SAP will support  SuccessFactors growth and ability to meet customer demand – customers get more sooner SuccessFactors Proprietary and Confidential   © 2011 SuccessFactors, Inc.  All rights reserved.

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SAP + Success Factors Combined Opportunity SuccessFactors Reach $298 million LTM Non-GAAP Revenue 3,500+ customers 15+ million seats 19 modules SAP customers currently overlap 14% of SuccessFactors’ business Largest cloud deployment: 2 million seats 35 languages, 168 countries SAP Addressable Market ($B) Database Mobility Cloud BI/Analytics Middleware Core ERP + Suite BI/Analytics Middleware Core ERP + Suite 110 220 2010 2015 170,000+ customers Aggressive growth goals 5 SuccessFactors Proprietary and Confidential   © 2011 SuccessFactors, Inc.  All rights reserved.

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6 Motivation for Acquisition Rocket Boost for Growth • Winning combination–On-Demand suite and  world-class LOB offerings give customers best SaaS options on the planet • Faster delivery of portfolio to customers, allows SF to accomplish a 10 year roadmap in 1-2 years HCM Revolution • Managing talent and the people agenda is biggest priority to business leaders today • SuccessFactors is the leader in On-Demand HCM and has demonstrated sustained growth and innovation SuccessFactors Proprietary and Confidential   © 2011 SuccessFactors, Inc.  All rights reserved.

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7 SuccessFactors Proprietary and Confidential   © 2011 SuccessFactors, Inc.  All rights reserved. Motivation for Acquisition Symbiotic • Large SAP customers already run SuccessFactors – proven value • Jointly we will be the global leader in the HCM market • 14% overlap of customers means more joint opportunity • Complementary portfolio  SuccessFactors Cloud DNA, SaaS Focus • Native Cloud applications that end-users and customers love • 10 years cloud experience • Passionate team is swift and agile as independent entity

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8 SuccessFactors Proprietary and Confidential   © 2011 SuccessFactors, Inc.  All rights reserved. SuccessFactors + SAP Portfolios Cloud Solutions • Social Learning • Learning Mgmt • Content-as-a- Service • Extended Enterprise • Succession • Recruiting 2.0 • Social Sourcing • Career Planning • Performance • Goals • Calibration • Compensation Success Factors Cloud Platform SuccessFactors Attract & Retain Biz Alignment and Performance Learn and Develop • BI OD • EHS Content • DEC • Sybase 365 • ByD • Sales OD • Travel OD • E-Sourcing OD • B1 Cloud • Carbon Impact • Crossgate • Streamwork Platform Services Infrastructure & Operations Private Cloud Public Cloud INFRASTRUCTURE SERVICES One SAP Store Application Services Collaboration Services Information Services Mobile Services HANA DB Shared Platform Services CORE PaaS (NGAP/ EDGE PaaS Analytics & Workforce Planning Social Collaboration Next Generation Core HR Cloud Solutions

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Ultimate Customer Benefits We give you more, sooner! • Larger partner and ecosystem support • More robust software quality testing processes and tools • Accelerated plan to give you the most comprehensive enterprise SaaS application portfolio available on the planet • Faster improvements to user experience – with toy-like interface • Graceful co-existence and integration of SaaS with on-premise apps  9 SuccessFactors Proprietary and Confidential   © 2011 SuccessFactors, Inc.  All rights reserved.

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Ultimate Customer Benefits More support services • More support infrastructure • Embedded, contextual support and self-help • Admins can add their own content and video for training and education • Integrated engagement tools; chat, community, multimedia content, configuration management tools and click to create a case • Introduce new customer education capabilities • Regular cadence of customer communication and outreach 10 SuccessFactors Proprietary and Confidential   © 2011 SuccessFactors, Inc.  All rights reserved.

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More Information to Come • Additional details on acquisition will follow in coming weeks • The who, what, when, where, and how, will be determined between now and closing • As those decisions are made we will communicate quickly and often • Its our intent to become the leading provider of enterprise applications from the cloud by making you, our customers, wildly successful 11 SuccessFactors Proprietary and Confidential   © 2011 SuccessFactors, Inc.  All rights reserved.

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Thank You, and Questions 12 SuccessFactors Proprietary and Confidential   © 2011 SuccessFactors, Inc.  All rights reserved.

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13 SuccessFactors Proprietary and Confidential   © 2011 SuccessFactors, Inc.  All rights reserved. The statements in this document are neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of SuccessFactors common stock described herein has not commenced. At the time the offer is commenced SAP America, Inc. and Saturn Expansion Corporation, an indirect subsidiary of SAP AG, will file a Schedule TO Tender Offer Statement with the Securities and Exchange Commission, and SuccessFactors, 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 other documents filed by SAP AG, SAP America, Inc., Saturn Expansion Corporation or SuccessFactors 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: [phone]. The Schedule 14D-9 Solicitation/Recommendation Statement and such other documents may be obtained for free by directing such requests to SuccessFactors Global Headquarters, Attention: Andrea Meyer, 1500 Fashion Island Blvd. Suite 300, San Mateo, CA 94404, USA, Telephone [phone].  This document 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 SuccessFactors, 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 SuccessFactors employees, customer and partner uncertainty regarding the anticipated benefits of the transaction, the failure of SAP and SuccessFactors to achieve the anticipated synergies of the proposed transaction and other risks detailed in SAP's and SuccessFactors's SEC filings, including those discussed in SAP's annual report on Form 20-F for the year ended December 31, 2010 and SuccessFactors's quarterly report on Form 10-Q for the quarter ended September 30, 2011, each of which is on file with the SEC and available at the SEC's website at www.sec.gov . Neither SAP nor SuccessFactors is 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.

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Additional Information and Where to Find It

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 (“ Offer ”) described in this announcement has not commenced. At the time the Offer is commenced, a subsidiary of SAP AG (“ Purchaser ”) will file a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission (“ SEC ”), and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. The Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the Solicitation/Recommendation Statement, as they may be amended from time to time, will contain important information that should be read carefully before any decision is made with respect to the Offer. Those materials and all other documents filed by the Company or Purchaser with the SEC will be available at no charge on the SEC’s web site at www.sec.gov. The Tender Offer Statement on Schedule TO and related materials may be obtained for free by directing requests to SAP AG, Attention: Stefan Gruber, Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany, Telephone: [phone]. The Schedule 14D-9 Solicitation/Recommendation Statement and such other documents may be obtained for free by directing such requests to SuccessFactors Global Headquarters, Attention: Andrea Meyer, 1500 Fashion Island Blvd. Suite 300, San Mateo, CA 94404, USA, Telephone [phone]. In addition, free copies of the Tender Offer Statement and related materials and the Solicitation/Recommendation Statement, when available, may be obtained from the information agent for the Offer.