Additional Information Regarding the Note d'Information en Reponse With AMF Visa No. 07-426 Dated November 27, 2007 Established
04 Gennaio 2008 - 12:02AM
Business Wire
Business Objects (Nasdaq:BOBJ) (Euronext Paris, code ISIN
FR0004026250 � BOB), the world leader in business intelligence
platforms, is providing additional information regarding section
8.10 of the Note d�Information en R�ponse with AMF visa no. 07-426
dated November 27, 2007 established in the context of the Tender
Offer initiated by SAP France and regarding the Tender Offer
Agreement dated October 21, 2007 as amended on December 3, 2007.
Pursuant to the Tender Offer Agreement between SAP and Business
Objects, Business Objects also amended employment agreements and/or
change-of-control settlement agreements of certain executive
officers and employees listed on Annex 5 of the Tender Offer
Agreement (�Annex 5 Employees�) to remove the requirement that
these Annex 5 Employees resign in order to benefit from the
acceleration of their options and other securities as well as any
other rights granted to them under these agreement including cash
severance rights. The amendments therefore remove the financial
incentive for the Annex 5 Employees to resign in order to obtain
benefits of their respective change of control agreements. Receipt
of change of control benefits is conditioned upon signature of a
general release by the Annex 5 Employees and, once payment is made
for the severance amounts under the change of control agreements,
Annex 5 Employees will no longer be entitled to receive these
severance amounts in the future. As indicated in the Tender Offer
Agreement, subject to the closing, SAP AG�s Supervisory Board
intends to elect Business Object�s founder, Bernard Liautaud to the
SAP Supervisory board at SAP AG�s next shareholders meeting. Until
that time, Mr. Liautaud will have an advisory role to Henning
Kagermann on aspects of strategy and integration. Accordingly, Mr.
Liautaud will not remain a Business Objects officer after the
change of control and therefore did not have his change of control
agreements amended and was removed from the Annex 5 under the
amendment dated December 3, 2007 to the Tender Offer Agreement. On
December 26, 2007 the Business Objects Board of Directors approved
amendments to the change of control agreements between Business
Objects and each of David Kennedy, Business Objects� Senior Vice
President, General Counsel and Corporate Secretary, and James
Tolonen, Business Objects� Chief Financial Officer and Senior Vice
President Finance and Administration. The amendments remove the
requirement that Messrs. Kennedy and Tolonen resign in order to
obtain benefits under their change of control agreements. The full
text of these amendments will be posted on the Business Objects
website. Based on the 2007 compensation, the total payment to be
made in replacement of severance rights of the beneficiaries under
all existing change-of-control settlement agreements described in
section 8.10 of the Note d�Information en R�ponse on or after
change of control could be $15.9 million, including $13.6 million
to be paid to the beneficiaries on change of control due to the
amendment of the change-of-control settlement agreements of the
Annex 5 Employees and to Mr. Liautaud due to his departure. Copies
of the Tender Offer Agreement and its amendment are available free
of charge upon request to Business Objects S.A., 157-159, rue
Anatole France, 92300 Levallois-Perret (France) and are also
available on Business Objects� website: (www.businessobjects.com).
Business Objects notes that pursuant to article L. 621-8 of the
French Monetary and Financial Code (Code mon�taire et financier)
and article 231-26 of the AMF General Regulations, the AMF approved
visa no. 07-426 dated November 27, 2007 on the note d�information
en r�ponse established in the context of the tender offer initiated
by SAP France S.A.. This note d�information en r�ponse is also
available on Business Objects� website (www.businessobjects.com).
About Business Objects Business Objects has been a pioneer in
business intelligence since the dawn of the category. Today, as the
world�s leading business intelligence software company, Business
Objects transforms the way the world works through intelligent
information. The company helps illuminate understanding and
decision-making at more than 45,000 organizations around the globe.
Through a combination of innovative technology, global consulting
and education services, and the industry�s strongest and most
diverse partner network, Business Objects enables companies of all
sizes to make transformative business decisions based on
intelligent, accurate, and timely information. Business Objects has
dual headquarters in San Jose, Calif., and Paris, France. The
company�s stock is traded on both the Nasdaq (BOBJ) and Euronext
Paris (ISIN: FR0004026250 - BOB) stock exchanges. More information
about Business Objects can be found at www.businessobjects.com.
Business Objects and the Business Objects logo, BusinessObjects,
WebIntelligence, Crystal Reports, Intelligent Question, Xcelsius
and Desktop Intelligence are registered trademarks and the
intellectual property of Business Objects S.A. and/or its
subsidiaries in the United States and/or other countries. All other
company or product names mentioned herein are trademarks of their
respective owners. The publication or distribution of this press
release may be subject to statutory or regulatory restrictions in
certain countries. This press release is not addressed to
individuals subject to such restrictions, either directly or
indirectly. Receipt of this press release does not constitute an
offer in countries where a tender offer or an offer of securities
would be illegal. This press release may be distributed, published
or sent in the United Kingdom only to (i) professional investors
falling within article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the �Order�), or (ii) to
entities who hold a certain level of assets (�high net worth
entities�) or to any other type of person to whom it may be legally
transmitted, falling within article 49(2) (a) to (d) of the Order
(together the �relevant persons�). This press release is directed
only at relevant persons and must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment
activity to which this press release relates is available only to
relevant persons and will be engaged in only with relevant persons.
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