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SAP Completes Acquisition of SuccessFactors, Inc.

WALLDORF, Germany and SAN MATEO, Calif., Feb. 23, 2012 /PRNewswire/ -- Following the successful closing of SAP AG's (NYSE: SAP - News) cash tender offer for all issued and outstanding shares of SuccessFactors, Inc. (NYSE: SFSF - News) ("SuccessFactors"), SAP and SuccessFactors today announced that SAP has completed the acquisition of SuccessFactors. The acquisition was completed via a short-form merger under Delaware law pursuant to which Saturn Expansion Corporation, an indirectly wholly owned subsidiary of SAP, was merged with and into SuccessFactors, with SuccessFactors surviving the merger as a wholly owned subsidiary of SAP America, Inc., the U.S. operating subsidiary of SAP AG. As a result of the merger, all outstanding shares of SuccessFactors that were not tendered into the previously completed tender offer (other than shares held by SuccessFactors, SAP America or any of their wholly-owned subsidiaries, and shares held by stockholders that properly exercise appraisal rights under Delaware law) were converted into the right to receive $40.00 per share in cash without interest and subject to any required withholding of taxes, the same consideration paid to stockholders in the tender offer.

SuccessFactors has notified the New York Stock Exchange, Deutsche Boerse, and the Professional Segment of Euronext Paris of the completion of the acquisition and expects trading of shares of its common stock to be suspended on each exchange pending delisting of such shares.

About SAP

As market leader in enterprise application software, SAP (NYSE: SAP - News) 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 183,000 customers (includes customers from the acquisition of Sybase) to operate profitably, adapt continuously, and grow sustainably. For more information, visit http://www.sap.com/.

About SuccessFactors, an SAP company

SuccessFactors, an SAP company, is the leading provider of cloud-based Business Execution Software, and delivers business alignment, team execution, people performance, and learning management solutions to organizations of all sizes across more than 60 industries. With approximately 15 million subscription seats globally, we strive to delight our customers by delivering innovative solutions, content and analytics, process expertise and best practices insights from serving our broad and diverse customer base. Today, we have more than 3,500 customers in more than 168 countries using our application suite in 35 languages.

Forward-Looking Statements

This release contains forward-looking statements that involve risks and uncertainties concerning the parties' ability to close 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 and the ability of the parties to complete the transaction.

SAP is not obligated to, and undertakes no obligation to, publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this document. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect SAP's future financial results are discussed more fully in SAP's filings with the SEC, including SAP's most recent Annual Report on Form 20-F filed with the SEC. Statements regarding the expected date of closing of the tender offer are forward-looking statements and are subject to risks and uncertainties including among others: uncertainties as to the timing of the tender offer and the satisfaction of closing conditions, including the receipt of regulatory approvals. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

© 2012 by SAP AG. All rights reserved.

SAP and the SAP logo are registered trademarks of SAP AG in Germany and other countries. Business Objects and the Business Objects logo are trademarks or registered trademarks of Business Objects Software Ltd. Business Objects is an SAP company. Sybase and the Sybase logo are registered trademarks of Sybase Inc. Sybase is an SAP company. Crossgate is a registered trademark of Crossgate AG in Germany and other countries. Crossgate is an SAP company.

All other product and service names mentioned are the trademarks of their respective companies. Data contained in this document serves informational purposes only. National product specifications may vary.

These materials are subject to change without notice. These materials are provided by SAP AG 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.

Note to editors:

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For customers interested in learning more about SAP products:
Global Customer Center: +49 180 534-34-24
United States Only: 1 (800) 872-1SAP (1-800-872-1727)

For more information, press only:
Christoph Liedtke, SAP, +49 6227 7-50383, christoph.liedtke@sap.com, CET
Jim Dever, SAP, +1 (610) 661-2161, james.dever@sap.com, EST
SAP Press Office, +49 (6227) 7-46315, CET; +1 (610) 661-3200, EST; press@sap.com  
Andrea Meyer, SuccessFactors, +1 (415) 370-7329, ameyer@successfactors.com, PST

For more information, financial community only:
Stefan Gruber, SAP, +49 6227 7-44872, investor@sap.com, CET

Safe Harbor
This website may contain forward-looking statements that involve risks, uncertainties and assumptions that could cause our actual results to differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties and assumptions include those described in our filings from time to time with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K. SuccessFactors assumes no obligation to update these forward-looking statements.
Any unreleased products, services or features referenced in this or other press releases or public statements are not currently available and may not be delivered on time or at all. Customers who purchase our products and services should make their purchase decisions based solely on features that are currently available.