SAP Completes SuccessFactors Stock Purchase While Government Inquiry Continues


SAP has acquired more than 95 percent of the outstanding shares of SuccessFactors Inc., the companies said Thursday, leaving only the needed approval from a U.S. government entity as the remaining hurdle for Waldorf, Germany-based SAP to complete the $3.4 billion acquisition.

An SAP spokesman said the company is still awaiting final approval from the Committee on Foreign Investment in the United States, which launched an investigation into the acquisition last month.

The CFIUS is a U.S. inter-agency committee charged with scrutinizing acquisitions of U.S. businesses by foreign companies for any potential impact on national security.

The CFIUS review "is still in progress," the spokesman said in an email. "We are hopeful it will conclude in the near term."

SAP said that as of 5:00 p.m. ET, Feb. 15, SuccessFactors shareholders had tendered 81,673,335 shares of the company's common stock for SAP's $40-per-share buyout offer. That accounted for approximately 95.5 percent of the total outstanding 85,541,359 shares, the company said.

SAP had extended the tender offer a couple of times because of the CFIUS inquiry. But last week the company extended the deadline until Feb. 15 and waved the CFIUS approval as a condition for completing the tender offer.

Yesterday's completion of the tender offer means that the acquisition transaction is now closed, the SAP spokesman said.

SAP and SuccessFactors received written notification on Jan. 23 that the CFIUS had initiated an investigation into the acquisition. The CFIUS has 45 days to conduct that inquiry, a time period that runs until March 5, according to an SAP filing with the U.S. Securities & Exchange Commission.

SAP and SuccessFactors announced the deal on Dec. 3 for SAP to acquire the developer of cloud-based human capital management applications.

SAP is counting on the acquisition to help it expand its lineup of cloud-based applications and, as described by SAP co-CEO Bill McDermott, bring more "cloud DNA" to the giant software company.