Fenwick & West Represents SuccessFactors in its $3.4 Billion Acquisition by SAP

By: Gordon K. Davidson, Elizabeth A. Gartland, Stephen D. Gillespie, Mark S. Ostrau, Dean Kristy, Jay L. Pomerantz

Fenwick & West represented SuccessFactors, Inc. (NYSE: SFSF) in its acquisition by SAP America, Inc. (NYSE: SAP). The transaction is valued at approximately $3.4 billion.

Under the terms of the merger agreement, SAP America, Inc., a subsidiary of SAP AG, would acquire all outstanding shares of common stock of SuccessFactors for $40.00/per share in cash. The acquisition will add SuccessFactors’ widely respected team and technology to SAP’s powerful cloud assets, significantly accelerating SAP’s momentum as a provider of cloud applications, platforms and infrastructure.

SuccessFactors, headquartered in San Mateo, has more than 3,500 customers in 168 countries, and their scalable cloud application platform supports organizations of all sizes from dozens to millions of users. SuccessFactors will remain independent and be named “SuccessFactors, an SAP company.”

The Fenwick transaction team was led by corporate partner Gordon Davidson, and also included corporate associates Robert Mobassaly, Edgar Tirado, Gaurav Sud, Larissa Schwartz, Jie Zhou, Sarah Herman, and Javed Qadrud-Din; executive compensation and employee benefits attorneys Blake Martell, Elizabeth Gartland and Adrianna Sherwood; tax attorneys Ronald Schrotenboer and Zachery Jones; licensing attorney Stephen Gillespie; antitrust attorney Mark Ostrau; and litigation attorneys Dean Kristy and Jay Pomerantz.

Fenwick also represented SuccessFactors in its initial public offering on NASDAQ in December 2007 as well as in the transfer of the listing of its common stock from NASDAQ to the New York Stock Exchange and NYSE Euronext in Paris in July 2011 and in its listing on the Prime Standard Segment of the Regulated Frankfurt Stock Exchange (FWB). In addition, the firm acted as counsel to SuccessFactors in the acquisition of several companies, including Plateau Systems for $290 million and CubeTree for $50 million.


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