DGAP-Adhoc: SAP SE: SAP to Acquire Concur, Expanding the

SAP SE / Key word(s): Mergers & Acquisitions/Offer 18.09.2014 23:08 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- WALLDORF, Germany and BELLEVUE, Washington - September 18, 2014 - SAP SE (NYSE: SAP) and Concur Technologies, Inc. (NSDQ: CNQR) today announced that SAP's subsidiary, SAP America, Inc., has entered into an agreement to acquire Concur. With more than 23,000 customers, 4,200 employees and 25 million active users in over 150 countries, Concur is the leader in the multi-billion market for travel and expense (T&E) management software. With Concur, SAP's business network - the world's largest - will transact more than US$600 billion annually, deliver frictionless commerce across more than 25 different industries and address annual corporate travel spend of US$1.2 trillion worldwide. The Concur board of directors has unanimously approved the transaction, which is expected to close in the fourth quarter 2014 or the first quarter 2015, subject to Concur stockholder approval, clearances by the relevant regulatory authorities and other customary closing conditions. The per-share purchase price of US$129 represents a 20% premium over the September 17 closing price, a 21% premium over the one month volume weighted average price per share and an enterprise value of approximately US$8.3 billion. The transaction will be funded from a credit facility agreement of up to EUR7 billion to cover the purchase price, target debt refinancing and acquisition-related costs. The company has undergone an external credit rating process with two agencies. The results of this process will be published shortly. --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: Financial Analyst and Media Conference Call SAP and Concur will host a conference call for financial analysts and media to discuss the transaction on Thursday, September 18, 2014 at 3:00 PM (PDT) / 6:00 PM (EDT) / 11:00 PM (London) / 12:00 AM (Sept 19) (CET). The call will be webcast at www.sap.com/investor. Conference ID: 1656295 Participant Dial-in Numbers: US/Canada: 888-334-3032 UK: 0800 404 7656 Germany: 0800 181 9013 Rest of World: +1-719-325-4856 Replay Dial-in Numbers: US/Canada: 888-203-1112 Rest of World: +1-719-457-0820 Replay Passcode: 1656295 For more information, visit the SAP News Center. Follow SAP on Twitter at @sapnews. About SAP As market leader in enterprise application software, SAP (NYSE: SAP) helps companies of all sizes and industries run better. From back office to boardroom, warehouse to storefront, desktop to mobile device - SAP empowers people and organizations to work together more efficiently and use business insight more effectively to stay ahead of the competition. SAP applications and services enable more than 261,000 customers to operate profitably, adapt continuously, and grow sustainably. For more information, visit www.sap.com. About Concur Concur is the leading provider of spend management solutions and services in the world, helping companies of all sizes transform the way they manage spend so they can focus on what matters most. Through Concur's open platform, the entire travel and expense ecosystem of customers, suppliers, and developers can access and extend Concur's T&E cloud. Concur's systems adapt to individual employee preferences and scale to meet the needs of companies from small to large. Find out how to put your app in front of 25M business travelers with the Concur Platform and pitch for $100,000 in funding awards at The Perfect Trip DevCon 2014, from Concur & TripIt. For more information, visit www.concur.com. Cautionary Statement Regarding Forward-Looking Statements 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 or Concur are intended to identify such forward-looking statements. This release 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 Concur, 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 Concur employees, customer and partner uncertainty regarding the anticipated benefits of the transaction, the failure of SAP and Concur to achieve the anticipated synergies of the proposed transaction and other risks detailed in SAP's and Concur's SEC filings, including those discussed in SAP's Annual Report on Form 20-F for the year ended December 31, 2013 and Concur's quarterly report on Form 10-Q for the quarter ended June 30, 2014, each of which is on file with the SEC and available at the SEC's website at www.sec.gov. SAP is not 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. Additional Information About the Merger In connection with the proposed merger, Concur will file a proxy statement with the SEC. The definitive proxy statement will be sent or given to Concur stockholders and will contain important information about the proposed merger and related matters. Concur's stockholders are urged to read the definitive proxy statement carefully when it becomes available before making any voting or investment decision with respect to the proposed merger because it will contain important information about the merger and the parties to the merger. Additionally, Concur and SAP will file other relevant materials in connection with the proposed acquisition of Concur by SAP pursuant to the terms of an Agreement and Plan of Merger by and among, SAP America, Congress Acquisition Corp., a wholly owned subsidiary of SAP America, and Concur. SAP, Concur and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Concur stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of SAP's executive officers and directors in the solicitation by reading SAP's most recent Annual Report on Form 20-F, and the proxy statement and other relevant materials filed with the SEC when they become available. Information concerning the interests of Concur's participants in the solicitation, which may, in some cases, be different than those of Concur's stockholders generally, will be set forth in the proxy statement relating to the merger when it becomes available. The materials to be filed by SAP and Concur with the SEC may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from Concur by contacting Concur Investor Relations through the investor contact page on the company's website at https://www.concur.com/en-us/investors/contact. (c) 2014 SAP SE. All rights reserved. No part of this publication may be reproduced or transmitted in any form or for any purpose without the express permission of SAP SE. The information contained herein may be changed without prior notice. Some software products marketed by SAP SE and its distributors contain proprietary software components of other software vendors. National product specifications may vary. These materials are provided by SAP SE and its affiliated companies ('SAP Group') for informational purposes only, without representation or warranty of any kind, and SAP Group shall not be liable for errors or omissions with respect to the materials. The only warranties for SAP Group products and services are those that are set forth in the express warranty statements accompanying such products and services, if any. Nothing herein should be construed as constituting an additional warranty. SAP and other SAP products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of SAP SE (or an SAP affiliate company) in Germany and other countries. Please see http://www.sap.com/corporate-en/about/legal/c...index.html for additional trademark information and notices. For more information, financial community only: Stefan Gruber, SAP; +49 (6227) 7-44872; investor@sap.com, CET Todd Friedman, Concur; +1 (415) 734-4605; todd.friedman@concur.com, PDT Follow SAP Investor Relations on Twitter at @sapinvestor. 18.09.2014 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: SAP SE Dietmar-Hopp-Allee 16 69190 Walldorf Germany Phone: +49 (0)6227 - 74 74 74 Fax: +49 (0)6227 - 75 75 75 E-mail: investor@sap.com Internet: www.sap.com ISIN: DE0007164600 WKN: 716460 Indices: DAX Listed: Regulierter Markt in Berlin, Frankfurt (Prime Standard), Stuttgart; Freiverkehr in Düsseldorf, Hamburg, Hannover, München; Terminbörse EUREX; NYSE End of Announcement DGAP News-Service ---------------------------------------------------------------------------