Sybase, Inc. Announces Closing of Merger & Entry Into Supplemental Indenture Relating to Its 3.50% Convertible Senior Notes D...
July 30 2010 - 7:12AM
Business Wire
Sybase, Inc., an industry leader in enterprise and mobile
software, today announced that it is delivering notice to the
holders of its 3.50% Convertible Senior Notes Due 2029 of the
closing on July 29, 2010 of the “second-step” cash merger of
Sheffield Acquisition Corp., a wholly owned subsidiary of SAP
America, Inc., with and into Sybase at a price of $65.00 per share,
with Sybase being the surviving entity.
As more fully described in the notice of the merger being
delivered to noteholders, pursuant to the indenture under which the
notes were issued, the notes are convertible in connection with the
merger and continue to be convertible under other sections of the
indenture as set forth in the Fundamental Change Notice and
Non-Stock Fundamental Change Notice dated July 27, 2010 (the
“Fundamental Change Notice”).
Sybase also today announced that it has entered into a
supplemental indenture on July 29, 2010 with U.S. Bank National
Association, the trustee under the indenture with respect to the
notes, providing that from and after the effective time of the
merger, each $1,000 principal amount of notes will be, at the
option of the noteholders, convertible into the amount of cash
equal to the per share merger consideration multiplied by the
conversion rate. The conversion rate for conversions submitted on
or prior to the close of business on August 17, 2010 will be
22.9939, and we expect the conversion rate for conversions
submitted after the close of business on August 17, 2010 to be
20.8836, each as subject to the terms of the indenture and as more
fully described in the Fundamental Change Notice.
Noteholders should read carefully the notice they have received
or will be receiving regarding their conversion rights resulting
from the merger and their conversion rights and rights to require
Sybase to repurchase their notes as set forth in the Fundamental
Change Notice, as each contains important information as to the
procedures and timing for the exercise of such rights, as well as
information regarding the interest payable by Sybase on such
notes.
About Sybase, Inc.
Sybase is an industry leader in delivering enterprise and mobile
software to manage, analyze and mobilize information. We are
recognized globally as the performance leader, proven in the most
data-intensive industries and across all systems, networks and
devices. Our information management, analytics and enterprise
mobility solutions have powered the world’s most mission-critical
systems in financial services, telecommunications, manufacturing
and government. For more information, visit http://www.sybase.com.
Read Sybase blogs: http://blogs.sybase.com.
Forward-Looking Statements
Certain statements in this release concerning Sybase, Inc. are
forward-looking and involve a number of uncertainties and risks,
including uncertainty as to the success of any post-merger
integration of the companies and their affiliates, and any
assumptions underlying or arising from the foregoing. All
forward-looking statements in this release represent Sybase’s
judgment only as of the date of this release. Actual events may
differ from current expectations based upon a number of factors
including the risks and uncertainties set forth above. Therefore,
the reader is cautioned not to rely upon these forward-looking
statements. Sybase disclaims any intent or obligation to update
these forward-looking statements. Additional information concerning
Sybase’s risk factors may be found in its reports filed with the
U.S. Securities and Exchange Commission, including its annual
report on Form 10-K for the year ended December 31, 2009 and its
quarterly report on Form 10-Q for the three-month period ended
March 31, 2010.
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