SAP AG (SAP) Clears HSR Act Hurdle in SuccessFactors (SFSF) Acquisition
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SAP AG (NYSE: SAP) reports that the U.S. Federal Trade Commission granted early termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) on December 23, 2011 with respect to SAP's previously announced proposed acquisition of SuccessFactors, Inc. (Nasdaq: SFSF).
SAP also announced that the parties have filed a joint voluntary notice (the Voluntary Notice) with the Committee on Foreign Investment in the United States (CFIUS) pursuant to Section 721 of Title VII of the Defense Production Act of 1950, as amended by Section 5021 of the Omnibus Trade and Competitiveness Act of 1988 and by the Foreign Investment and National Security Act of 2007 (Exon-Florio) and its implementing regulations, which has been accepted with an effective date of December 22, 2011. CFIUS review may take up to thirty calendar days, at which time CFIUS may either inform the parties that there are no national security concerns and terminate the review or initiate an investigation. An investigation may last up to 45 calendar days.
Early termination of the HSR Act waiting period satisfies one of the conditions to the tender offer. The tender offer remains subject to the satisfaction or waiver of the condition that, at the expiration of the tender offer, the parties have received a written notification issued by CFIUS that it has concluded a review of the Voluntary Notice and has determined not to conduct an investigation, or if an investigation is deemed to be required, notification in writing that the United States government including the President of the United States will not take action to suspend or prevent the consummation of the transactions contemplated by the Merger Agreement. The tender offer also remains subject to other conditions described in the Offer to Purchase.
SAP also announced that the parties have filed a joint voluntary notice (the Voluntary Notice) with the Committee on Foreign Investment in the United States (CFIUS) pursuant to Section 721 of Title VII of the Defense Production Act of 1950, as amended by Section 5021 of the Omnibus Trade and Competitiveness Act of 1988 and by the Foreign Investment and National Security Act of 2007 (Exon-Florio) and its implementing regulations, which has been accepted with an effective date of December 22, 2011. CFIUS review may take up to thirty calendar days, at which time CFIUS may either inform the parties that there are no national security concerns and terminate the review or initiate an investigation. An investigation may last up to 45 calendar days.
Early termination of the HSR Act waiting period satisfies one of the conditions to the tender offer. The tender offer remains subject to the satisfaction or waiver of the condition that, at the expiration of the tender offer, the parties have received a written notification issued by CFIUS that it has concluded a review of the Voluntary Notice and has determined not to conduct an investigation, or if an investigation is deemed to be required, notification in writing that the United States government including the President of the United States will not take action to suspend or prevent the consummation of the transactions contemplated by the Merger Agreement. The tender offer also remains subject to other conditions described in the Offer to Purchase.
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