SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Business Objects S.A.
(Name of Subject Company (Issuer))
SAP France S.A.
a wholly owned subsidiary of SAP AG
SAP AG
(Offerors)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))
Ordinary
Shares, €0.10 nominal value per share
and
American Depositary Shares, each
representing one Ordinary Share
(Title of Class of Securities)
F12338 103
12328X 107
(CUSIP Number of Class of Securities)
Michael Junge
General Counsel
SAP AG
Dietmar-Hopp-Allee 16
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:
A. Peter Harwich
Eric S. Shube
Allen & Overy LLP
1221 Avenue of the Americas
New York, NY 10020
USA
+1 212 610 6300
CALCULATION OF FILING FEE:
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Transaction valuation*
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Amount of filing fee**
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$3,953,271,351
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$121,365
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þ
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 the date of its filing.
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Amount Previously Paid: $121,365
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Filing Party: SAP France S.A.
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Form or Registration No.: Schedule TO
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Date Filed: December 4, 2007
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o
Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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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o
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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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o
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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:
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* Estimated solely for purposes of calculating the filing fee. The transaction valuation was
calculated on the basis of (i) the offer price of (a) €42.00 for each of the 26,075,669 ADSs
outstanding; (b) €42.00 for each of the 37,537,988 ordinary shares held by U.S. holders within
the meaning of Rule 14d-1(d) under the Exchange Act; (c) €22.55 for each of the 45,000 2003
warrants held by U.S. holders; (d) €24.96 for each of the 135,000 2004 warrants held by U.S.
holders; (e) €18.87 for each of the 90,000 2005 warrants held by U.S. holders; (f) €19.69 for
each of the 45,000 2006 warrants held by U.S. holders; and (g) €12.01 for each of the 120,000
2007 warrants held by U.S. holders and (ii) an exchange rate (using the noon buying rate in New
York City for cable transfers in € as certified for customs purposes by the Federal Reserve Bank
of New York on November 28, 2007) of $1.4750 for one euro. The number of ADSs is based on
information contained in Business Objects S.A.’s Form 10-Q for the quarterly period ended September
30, 2007, filed with the SEC on November 8, 2007 (the “10-Q”). The number of ordinary shares held
by U.S. holders is calculated by (a) multiplying (i) 97,867,164 ordinary shares, which is the
number of outstanding shares as set forth in the 10-Q, by (ii) 65%, which is the highest historical
percentage of ordinary shares (including ordinary shares underlying ADSs) held by U.S. holders of
which Business Objects S.A. is aware, and then (b) subtracting from the resulting product
26,075,669, which is the number of ADSs outstanding as set forth in the 10-Q. The number of
warrants held by U.S. holders is based on information contained in a warrant register provided to
the Offeror by Business Objects S.A. Based upon the information provided to the Offeror by
Business Objects S.A., there are no ORNANEs held by U.S. holders and, accordingly, no fee is being
paid with respect to the offer for ORNANEs.
**The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities
Exchange Act of 1934, as amended, as modified by Fee Advisory No. 6 for the fiscal year 2007,
equals $30.70 per $1,000,000 of transaction valuation.
TABLE OF CONTENTS
This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement
filed under cover of Schedule TO, as amended (the “Schedule TO”) initially filed with the
Securities and Exchange Commission on December 4, 2007, which relates to the offer by SAP France
S.A., a
société anonyme
organized under the laws of the Republic of France (“SAP France”) and a
wholly-owned subsidiary of SAP AG, a stock company organized under the laws of the Federal Republic
of Germany (“SAP AG”), to purchase all outstanding ordinary shares, nominal value €0.10 per
share (the “Shares”), of Business Objects S.A., a
société anonyme
organized under the laws of the
Republic of France (“Business Objects”), including ordinary shares represented by American
Depositary Shares (“ADSs”), as well as the outstanding warrants to acquire Shares (“Warrants”) and
convertible bonds convertible or exchangeable into new or existing Shares (“ORNANEs,” and together
with the Shares, ADSs and Warrants, “Securities”), issued by Business Objects through concurrent
offers in the United States (the “U.S. Offer”) and in France (the “French Offer” and together with
the U.S. Offer, the “Offers”). In the U.S. Offer, Offeror is seeking to acquire all outstanding
Shares, Warrants and ORNANEs held by U.S. holders (within the meaning of Rule 14d-1(d) of the
Securities and Exchange Act of 1934, as amended) and all outstanding ADSs wherever the holder is
located, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase dated
December 4, 2007 (the “U.S. Offer to Purchase”), the related ADS Letter of Transmittal (the “ADS
Letter of Transmittal”) and the Forms of Acceptance (the “Forms of Acceptance”). This Amendment is
being filed on behalf of SAP France and SAP AG. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Schedule TO.
ITEM 12.
EXHIBITS.
Item 12 is amended and supplemented to include the following exhibits:
(a)(5)(vii) Transcript of bloggers teleconference by senior management of SAP AG and Business
Objects S.A. held on January 16, 2008.
(a)(5)(viii) Transcript of European media teleconference by senior management of SAP AG and
Business Objects S.A. held on January 16, 2008.
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