DRAFT OF THE FRENCH PROSPECTUS (NOTE D INFORMATION) PRESENTED BY THE COMPANY BUSINESS OBJECTS S.A.

Transcription

1 DRAFT OF THE FRENCH PROSPECTUS (NOTE D INFORMATION) PRESENTED BY THE COMPANY BUSINESS OBJECTS S.A. IN RESPONSE TO THE PROPOSED TENDER OFFER INITIATED BY SAP FRANCE S.A. FOR THE SHARES, ORNANE AND WARRANTS OF BUSINESS OBJECTS S.A. In application of articles et seq. of the general regulations of the Autorité des marchés financiers, the opinion of Houlihan Lokey Howard & Zukin (Europe) Limited, acting as independent expert, is included in this prospectus (note d information en réponse). This draft prospectus (note d information en réponse) was filed with the Autorité des marchés financiers (the AMF ) on October 22, 27. It was established in accordance with the provisions of article of the General Regulations of the AMF. THIS DRAFT PROSPECTUS (NOTE EN REPONSE) IS SUBJECT TO REVIEW BY THE AMF This prospectus is available on the Business Objects S.A. s Internet site ( as well as that of the AMF ( Copies of this prospectus are also available free of charge upon request at Business Objects S.A., , rue Anatole France, Levallois-Perret (923). In accordance with the provisions of article of the general regulations of the AMF, the information related to the legal, financial and accounting characteristics of Business Objects S.A. shall be filed with the AMF and made available to the public the day preceding the opening of the offer at the latest.

2 TABLE OF CONTENT 1 REMINDER OF THE CONDITIONS OF THE TENDER OFFER FILED BY SAP FRANCE S.A CONTEXT OF THE TENDER OFFER FILED BY SAP FRANCE S.A REASONED ASSESSMENT OF THE BOARD OF DIRECTORS OF THE COMPANY BUSINESS OBJECTS OPINION ON THE FAIRNESS OF THE PRICE OFFERED TO THE HOLDERS OF SHARES AND ADS RENDERED ON OCTOBER 7, 27 BY GOLDMAN SACHS TO THE BUSINESS OBJECTS BOARD Conclusion ( Attestation d équité ) FAIRNESS OPINION (ATTESTATION D EQUITE) OF THE INDEPENDENT EXPERT Background of the Transaction Scope of Work Qualifications of Houlihan Lokey Independence of Houlihan Lokey Description of Work Performed by Houlihan Lokey Context of the Transaction Framework of the Analysis Limitations of Our Analyses Fairness Analysis Comments on the Deutsche Bank Report AGREEMENTS THAT MAY HAVE AN IMPACT ON THE VALUATION OR OUTCOME OF THE OFFER INFORMING EMPLOYEES INFORMATION RELATED TO BUSINESS OBJECTS THAT COULD HAVE AN INFLUENCE ON THE OFFER Structure and breakdown of Business Objects share capital

3 9.2 Regulatory restrictions on the exercise of voting rights and transfer of shares and contractual restrictions on the exercise of voting rights and transfer of shares of which the Company is aware Direct or indirect holdings in Business Object s share capital of which it is aware List of holders of any security containing special control rights and a description thereof Control mechanisms planned for a potential employee shareholding scheme Shareholders agreements of which Business Objects is aware and which may lead to restrictions on the transfer of shares and the exercise of voting rights Rules applicable to appointing and replacing member of the board of directors Powers of the board of directors and the Chief Executive Officer, particularly in connection with the issuance or buy back of shares Agreements entered into by Business Objects which will be amended or terminated in the event of a change of control except if such disclosure (aside from legal reporting obligations) would harm its interests Agreements providing for indemnities to the members of the board of directors or employees if they resign or are dismissed without just or real cause or if their position is eliminated as a result of the tender offer STATEMENT OF INTENT BY THE MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVES PERSON RESPONSIBLE FOR THIS PROSPECTUS

4 1 REMINDER OF THE CONDITIONS OF THE TENDER OFFER FILED BY SAP FRANCE S.A. Pursuant to Section III of Book II and more specifically article et seq. of the AMG General Regulations, SAP France S.A., a société anonyme with a share capital of 15,36, euros registered with the Company and Trade Registry of Nanterre under number having its registered office at La Défense Plaza, rue Delarivière Lefoullon La Défense 9, 9264 Paris La Défense Cédex, registered with [ ] (the Offeror ), is making an offer to the holders of shares, warrants and convertible bonds issued by Business Objects S.A. (the Company or Business Objects ), to purchase under the conditions described below (the Offer ) : - any and all of the shares issued by the Company which are traded on Eurolist (Compartiment A) of Euronext Paris S.A., ( Company Shares ) whether existing shares or shares which may be issued subsequently due to the exercise of stock options or other equity incentive plans or Company Warrants (as such term is defined below), or due to the conversion of the Company Convertible Bonds (as such term is defined below) granted or issued by the Company, i.e. a maximum of 111,289,274 Company Shares; - any and all of the outstanding warrants (bons de souscription d actions) of different categories ( Company Warrants ) issued by the Company, i.e., a maximum of 585, Company Warrants; and - any and all of the outstanding convertible bonds (obligations à option de remboursement en numéraire et en actions nouvelles ou existantes) issued by the Company which are traded on Eurolist by Euronext Paris ( Company Convertible Bonds ), i.e., a maximum of 1,676,156 Company Convertible Bonds. The Company Shares, the Company Warrants and the Company Convertible Bonds will be referred to as the Company Securities. The Offeror is proposing: - to the Business Objects shareholders, that they tender their Company Shares for 42 in cash per Company Share; - to the holders of 23 Company Warrants issued on July 22, 23, that they tender their 23 Company Warrants for in cash per 23 Company Warrant ; - to the holders of 24 Company Warrants issued on June 15, 24, that they tender their 24 Company Warrants for in cash per 24 Company Warrant ; - to the holders of 25 Company Warrants issued on July 21, 25, that they tender their 25 Company Warrants for in cash per 25 Company Warrant ; - to the holders of 26 Company Warrants issued on July 2, 26, that they tender their 26 Company Warrants for in cash per 26 Company Warrant ; - to the holders of 27 Company Warrants issued on June 5, 27, that they tender their 27 Company Warrants for 12.1 in cash per 27 Company Warrant ; and - to the holders of Company Convertible Bonds, that they tender their Company Convertible Bonds for 5.65 in cash per Company Convertible Bond, excluding the January, 28 coupon. The Offer is subject to the condition that the Company Securities tendered in the offer represent at least 5.1% of the Business Objects voting rights, on a fully diluted basis on the Offer closing date. 4

5 Deutsche Bank, as the presenting bank for the Offer, filed the Offer and the Offer prospectus with the AMF on behalf of the Offeror on October 22, 27. Pursuant to the provisions of Article of the AMF General Regulations, Deutsche Bank guarantees the terms and binding nature of the commitments undertaken by the initiator under the Offer. The Offer will be carried out in accordance with normal procedure pursuant to the provisions of Article et seq. of the AMF General Regulations. Concurrently with the Offer, the Offeror is also making, on terms substantially similar to the terms of the Offer and subject to the same conditions as the Offer, an offer in the United States open to all holders of American Depositary Shares ( ADS ) and to all US holders of other Company Securities (the US Offer and together with the Offer, the Offers ). Within three months following the closing of the Offer, the Offeror intends to request that the AMF implement a squeeze-out of the remaining Company Shares in the event the outstanding Company Shares not tendered in the Offers do not represent more than 5% of the capital or voting rights of the Company in accordance with articles et seq. of the AMF General Regulations. Moreover, within three months following the closing of the Offers, the Offeror intends to request that the AMF implement a squeeze-out of the remaining Company Convertible Bonds and Company Warrants in the event the total of the outstanding Company Shares not tendered in the Offer and the Company Shares that may be issued as a result of the conversion or exercise of the Company Convertible Bonds and Company Warrants not tendered to the Offers, do not represent more than 5% of all the Company Shares which exist or could be issued as a result of the conversion or the exercise of all the outstanding Company Convertible Bonds and Company Warrants. Furthermore, the Offeror reserves its right, in the event a squeeze-out is not permissible due to the amount of Shares tendered, to request that Euronext Paris delist the Company Shares and Company Convertible Bonds from the Eurolist market. Euronext Paris may accept this request only if the trading of the Company Shares and Company Convertible Bonds is limited following the Offer, so that the delisting would be in the interest of the market, subject to the AMF s right to veto the delisting. In addition, the Offeror may withdraw the Company ADSs from trading on the Nasdaq Global Select Market regardless of whether or not the Company Shares are delisted from Euronext. The Company Convertible Bonds are not traded in the United States. SAP AG, parent company of the Offeror, and the Company entered into a tender offer agreement dated October 7, 27 (the Tender Offer Agreement ) described in Section 7 below. Restrictions concerning the Offer outside France The Offer is being made to the public exclusively in France. This Offer Document is not intended to be distributed in any country other than France. Generally, the distribution of this document and any other documents related to this Offer and the making of this Offer may, in some jurisdictions, be restricted by law. This Offer is not being made, directly or indirectly, in or into, and may not be accepted from within, any jurisdiction in which the making of this Offer or the acceptance thereof would not be in compliance with the laws of that jurisdiction or would require Offeror to make a public offer in any jurisdiction other than France or in the United States in connection with the separate US Offer, as discussed below. Offeror has not and will not seek any regulatory approval other than regulatory approvals required in France and the United States with respect to the French and US Offers, respectively. Persons who come into possession of this document should inform themselves of and observe any of these restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. 5

6 The distribution of this document and the information it contains, as well as the Offer itself, is subject to specific restrictions, inter alia, in the following countries, in accordance with the legislation in force in such countries: United States of America The Offer is not being made, directly or indirectly, in or into the United States and this Offer Document, and any and all materials related thereto should not be sent in or into the United States, whether by use of United States interstate or foreign commerce, or any facility of a United States national securities exchange (including, but without limitation, electronic mail, post, facsimile transmission, telex and telephone), and the Offer cannot be accepted by any such use, means or instrumentality, in or from within the United States. Accordingly, copies of this Offer Document and any related materials are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States or, in their capacities as such, to custodians, trustees or nominees holding Company Securities for United States persons, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States and doing so will render invalid any relevant purported acceptance of the Offer. A US Offer is being made separately from the Offer and is open to all holders of Business Objects Securities located in the United States and to all holders of ADSs, wherever located, pursuant to an offer to purchase and related materials that the Offeror intends to file with the U.S. Securities and Exchange Commission (the SEC ) on Schedule TO (the US Offer Documents ). Subject to the AMF and SEC s approvals, both Offers will be made on substantially the same terms and completion of both Offers will be subject to the same conditions. Both Offers shall have the same opening and closing dates. Any U.S. holder of Company Securities or any holder of ADSs should read and refer to the US Offer Documents described in the previous paragraph, and not the French Offer documents, in making his or her investment decision with respect to the US Offer. For the purposes of the foregoing paragraphs, the United States shall mean the United States of America, its territories and possessions, any of the States of the United States and the District of Columbia. Italy The Offer is not being made in the Republic of Italy (Italy). The Offer and the Offer Document have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of Company Securities are hereby notified that, to the extent such holders are Italian residents and/or located in the Republic of Italy, the Offer is not available to them and they may not submit for tender of Company Securities under the Offer, and, as such, any acceptance received from, or on behalf of, such persons shall be ineffective and void, and neither the Offer Document nor any other offering material relating to the Offer, or the Company Securities, may be distributed or made available in the Republic of Italy. 6

7 2 CONTEXT OF THE TENDER OFFER FILED BY SAP FRANCE S.A. Over the past several years, representatives of Business Objects have received inquiries and indications of interest from both strategic and financial players wanting to explore the possibility of acquiring Business Objects. While the Business Objects Board informally discussed, from time to time, different strategic alternatives for the Company, including a merger with or acquisition by a third party, at no time did the Board decide to actively solicit indications of interest from third parties. In July 26, Party A contacted Bernard Liautaud, the chairman of Business Objects Board of Directors, regarding a possible strategic combination. Mr. Liautaud, after discussion with the Business Objects Board, had preliminary discussions with Party A regarding the acquisition of Business Objects by Party A. On August 21, 26, Goldman Sachs discussed with Business Objects Board Business Objects recent share price performance and strategic opportunities, including inbound strategic interest from Party A. On October 19, 26, Business Objects entered into an engagement letter with Goldman Sachs, pursuant to which Business Objects engaged Goldman Sachs as its financial advisor to assist Business Objects in connection with its analysis and consideration of potential acquisition proposals it may receive. On October 19, 26, Goldman Sachs discussed with Business Objects Board financial aspects of a potential acquisition, including by Party A. On October 31, 26, representatives of Business Objects, including Mr. Liautaud, met with Party A and discussed the strategic rationale of a potential combination, management financial projections and valuation. In December 26, Business Objects and Party A were not able to reach agreement, and they terminated their discussions. On July 2, 27, a representative of Party B met with John Schwarz, chief executive officer of Business Objects, to explore strategic opportunities between the two companies, including a possible business combination. On July 16, 27, Business Objects entered into a confidentiality agreement with Party B. On July 16, 27, Mr. Schwarz, Mr. Liautaud and James R. Tolonen, the chief financial officer or Business Objects, met with representatives of Party B to explore the viability of a business combination between Business Objects and Party B. The principal topic discussed at this meeting was a general overview of Business Objects business. On July 17, 27, Mr. Leo Apotheker, the deputy chief executive officer of SAP, contacted Mr. Liautaud to explore the strategic opportunities between the two companies, including a possible business combination. On July 25, 27, Mr. Henning Kagermann, chief executive officer of SAP, spoke by telephone with Mr. Liautaud to continue the discussions initiated by Mr. Apotheker. On August 6, 27, Mr. Liautaud met with a representative of Party B to explore the possibility of a business combination between the two companies, including the strategic fit of the two companies and due diligence. PADOCS1/

8 On August 8, 27, the Business Objects Board held a regularly scheduled meeting. On August 9, 27, members of the Business Objects Board held an informal strategy session to discuss its possible strategic alternatives, including continuing operations as a standalone company and entering into a business combination with a third party. The board members discussed potential acquirers including SAP, Party A, Party B and other potential strategic partners. The costs and detriments of a transaction with each were considered. On August 9, 27, a special committee of Business Objects Board of Directors (the Special Committee ) was established to consider the possible sale of Business Objects to a third party. Gerald Held, the lead independent director of the Business Objects Board, was named chairman of the Special Committee. The other members of the Special Committee included Jean-Francois Heitz, Kurt Lauk, Carl Pascarella and Arnold Silverman, each a member of the Business Objects Board. On August 15, 27, Mr. Liautaud and representatives of Party B participated in a conference call to exchange information about their respective businesses and to continue discussions of a potential acquisition of Business Objects by Party B. On August 21, 27, Mr. Liautaud and Mr. John Schwarz, the Chief Executive Officer of Business Objects, met with Mr. Henri Kagermann, the Chief Executive Officier of SAP AG, in Palo Alto, California, to explore the viability of a business combination between Business Objects and SAP. The principal issues discussed at this meeting were the potential benefits of a business combination. On August 21, 27, a representative of Party B called Mr. Liautaud to continue discussions of a potential acquisition of Business Objects by Party B. On August 23, 27, a representative of Party B called Mr. Schwarz to continue discussions of a potential acquisition of Business Objects by Party B. On August 27, 27, Mr. Liautaud participated in a conversation with a representative of Party B to continue discussions of a potential acquisition of Business Objects by Party B. On September 4, 27, Mr. David Kennedy, the General Counsel of Business Objects and Mr. Michael Junge, General Counsel of SAP, spoke by telephone to discuss and negotiate the terms of a non-disclosure agreement between the two companies. On September 4, 27, Mr. Liautaud and Mr. Schwarz, participating in a telephonic meeting, updated the Special Committee on the progress of the ongoing discussions with Party B and SAP. On September 5, 27, Mr. Liautaud and Mr. Schwarz participated in a conference call with a representative of Party B to continue discussions of a potential acquisition of Business Objects by Party B. On the morning of September 8, 27, Mr. Liautaud briefed the Special Committee on the agenda for the meetings scheduled with SAP later that day. On September 8, 27, Mr. Liautaud, Mr. Schwarz and Mr. James R. Tolonen, the Company s Chief Financial Officer, met in Paris, France, with Mr. Kagermann, Mr. Apotheker and Werner Brandt, the Chief Financial Officer of SAP. At this meeting, the parties exchanged information related to their respective businesses and began general discussions of the strategic, financial and practical aspects of a potential business combination between Business Objects and SAP. Business Objects and SAP executed a mutual confidentiality agreement covering, among other things, the discussions between the companies and any material that might be exchanged by the companies. PADOCS1/

9 On September 1, 27, Mr. Schwarz met with a representative of Party B to discuss the integration of Business Objects into Party B from an organizational and human resources perspective in the event of an acquisition by Party B of Business Objects. On September 11, 27, Mr. Apotheker contacted Mr. Schwarz by phone to continue discussions regarding a possible acquisition by SAP of Business Objects. On September 11, 27, Goldman Sachs discussed with Business Objects Board financial aspects of a potential acquisition of Business Objects, including by SAP and Party B. On September 12, 27, Mr. Liautaud, Mr. Schwarz and a representative of Party B participated in a conference call to continue discussions regarding a possible acquisition by Party B of Business Objects. On September 13, 27, Business Objects received a due diligence request list from Party B. On September 14, 27, Mr. Liautaud met with Mr. Kagermann and other representatives of SAP to continue discussions on a possible combination of the two companies and to discuss the companies respective product portfolios and architectural fit. That same day, Mr. Tolonen participated in a video conference with Mr. Brandt to discuss financial and other matters regarding Business Objects. On September 15, 27, an article was published in Le Figaro, a French newspaper in France, indicating that Business Objects had engaged Goldman Sachs to advise the company in connection with a possible sale to a third party. The article mentioned five potential acquirers, including SAP. Mr. Apotheker and Mr. Liautaud had a telephone conversation later the same day to discuss the article. On September 17, 27, Mr. Schwarz contacted Mr. Apotheker to continue discussions regarding a possible acquisition by SAP of Business Objects. On September 18, 27, Goldman Sachs participated in a conference call with representatives of SAP and SAP s financial advisor, Deutsche Bank AG, to discuss process and timetable going forward. On September 19, 27, during a telephonic meeting of the Special Committee, Mr. Liautaud, Mr. Schwarz, Mr. Heitz, Mr. Held, Mr. Silverman, Mr. Tolonen and Mr. Kennedy reviewed the status of discussions with SAP and Party B. The Special Committee also discussed whether any other possible acquirers, aside from SAP and Party B, were likely to be able to proceed with a strategic transaction with Business Objects and concluded that, based on the facts and circumstances, it was unlikely that any of the other possible parties was in a position to make a proposal acceptable to Business Objects that could be completed. On September 21, 27, the Special Committee held a telephonic meeting to discuss the process and timing of a possible acquisition by SAP or Party B. Representatives of Business Objects U.S. legal advisors, Wilson Sonsini Goodrich and Rosati, Professional Corporation ( WSGR ) and representatives and financial adviser of the Company Goldman Sachs, also participated in the meeting. The Special Committee requested that Messrs. Liautaud and Schwarz and Goldman Sachs ask each of SAP and Party B to submit a final proposal no later than October 1, 27, and that shortly thereafter, the Special Committee would select one of the parties with whom to negotiate the proposal exclusively for a limited period of time. On September 21, 27, Party B was granted access to the Business Objects electronic data room in order to continue its due diligence review of Business Objects. On September 23, 27, SAP was granted access to the Business Objects electronic data room in order to continue its due diligence review of Business Objects. PADOCS1/

10 From September 23 through September 27, 27, representatives of Business Objects, including Mr. Schwarz, Mr. Tolonen and Mr. Kennedy, held due diligence meetings with representatives of Party B in Palo Alto and Los Gatos, California. Representatives of Goldman Sachs participated in the due diligence meetings on September 24, 27. On September 26, 27, Mr. Tolonen and representatives of Goldman Sachs participated in several conference calls with representatives of Deutsche Bank to discuss financial due diligence matters. On September 26, 27, Mr. Schwarz and Mr. Tolonen met with representatives of SAP to discuss potential synergies between the two parties businesses. On September 26, 27, Mr. Kennedy, together with representatives of WSGR, representatives of Goldman Sachs and representatives of Business Objects French legal advisors, Shearman & Sterling LLP, participated in a conference call with Mr. Junge, representatives of SAP s U.S. and German legal advisors, Allen & Overy ( A&O ), and representatives of SAP s French legal advisors, Bredin Prat to discuss the structure of the Offer and legal issues relating to the harmonization of French and U.S. tender offer procedures. On September 27, 27, the Special Committee held a telephonic meeting to review the status of discussions with SAP and Party B. Mr. Liautaud, Mr. Schwarz, David Peterschmidt, a director of the Company, and Mr. Kennedy, together with representatives of the Company s financial adviser, Goldman Sachs, the Company s American and French legal advisors, WSGR and Shearman & Sterling LLP, also participated in the telephonic meeting. During this meeting, the Special Committee discussed financial aspects of the proposed transaction with Goldman Sachs and then discussed the strategic merits of pursuing a business combination versus continuing as a stand-alone company. The Special Committee discussed with representatives of Business Objects financial and legal advisors whether it appeared opportune to approach other possible strategic acquirers. Following this discussion, the Special Committee decided not to actively solicit bids from other potential acquirers, in light of (i) the Special Committee s view that SAP and Party B were the best-suited bidders and (ii) the absence of any further indications of interest from other parties following the publication of the article in Le Figaro on September 15, 27. On September 27, 27, Mr. Schwarz contacted Mr. Apotheker to continue their ongoing discussions regarding the possible acquisition of Business Objects by SAP. On September 27, 27, representatives of Goldman Sachs called representatives of Deutsche Bank to indicate the recommended terms to be included in SAP s nonbinding indications of interest to be delivered on October 1, 27. On September 28, 27, representatives of Goldman Sachs called Party B to indicate the recommended terms to be included in Party B s nonbinding indications of interest to be delivered on October 1, 27. On September 28, 27, Mr. Liautaud met with Mr. Kagermann and Mr. Brandt to discuss the possible acquisition of Business Objects by SAP. On September 28, 27, the Special Committee held a telephonic meeting to recommend the appointment of Houlihan Lokey Howard & Zukin (Europe) Limited ( Houlihan Lokey ) as an independent expert in compliance with Articles et seq. of the AMF s General Regulations, the French securities market regulatory authority, and AMF Instruction 26-8 of July 25, 26. Mr. Liautaud, Mr. Schwarz, Mr. Bernard Charles, a director of the Company, Mr. Peterschmidt, Mr. Tolonen and Mr. Kennedy, together with representatives of WSGR and Shearman & Sterling LLP, also participated in the telephonic meeting. Houlihan Lokey was appointed later the same day. On September 28, 27, Mr. Kennedy, together with representatives of Goldman Sachs, WSGR and PADOCS1/

11 Shearman & Sterling LLP, participated in a conference call with Mr. Junge, representatives of A&O and Bredin Prat. The participants discussed legal issues relating to the structure of a proposed transaction and harmonization of French and U.S. tender offer procedures. On September 3, 27, Mr. Liautaud, spoke with Mr. Kagermann regarding Business Objects upcoming financial results. On October 1, 27, Business Objects received nonbinding indications of interest from SAP and Party B. SAP s proposal included a proposed exclusivity agreement. Later the same day, Mr. Liautaud, spoke with Mr. Kagermann spoke regarding the price offered by SAP earlier in the day. On October 2, 27, Mr. Charles, Mr. Heitz, Mr. Held, Mr. Lauk, Mr. Liautaud, Mr. Schwarz, Mr. Silverman, Mr. Pascarella, Mr. Tolonen and Mr. Kennedy held a telephonic meeting to discuss a number of matters relating to the SAP proposal. Representatives of Goldman Sachs, WSGR and Shearman & Sterling LLP, also participated in the telephonic meeting. The participants discussed, among other things, the French legal and market perspectives in respect of an agreement to pay a termination fee to SAP under certain circumstances. The participants also discussed issues relating to consolidation, human resources and leadership structure. Mr. Liautaud updated the participants on his recent meetings with Mr. Kagermann. Representatives of Goldman Sachs discussed with the Special Committee financial aspects of the two proposals. Representatives of Shearman & Sterling LLP discussed with the Board its duties under French law with respect to its consideration of the proposals. Following a discussion of timing and process (including the possibility of being asked by SAP to agree to payment of a termination fee under certain circumstances), the Board resolved to pursue discussions with SAP on an exclusive basis, and authorized management to enter into an exclusivity agreement with SAP subject to further discussions between Mr. Liautaud and representatives of SAP on an increase in the proposed per share consideration. Later on October 2, 27, Mr. Liautaud had discussions with Mr. Kagermann regarding the proposed per share consideration, as well as the terms of the proposed exclusivity agreement between SAP and Business Objects. The parties executed the revised exclusivity agreement on October 2, 27. Between October 3 and October 6, 27, SAP continued to conduct its confirmatory due diligence review of Business Objects. From October 4 through October 6, 27, Mr. Schwarz, Mr. Liautaud and Mr. Kennedy, and other representatives of the Business Objects management team, together with representatives of Goldman Sachs, WSGR and Shearman & Sterling LLP, met in London, England, with representatives of SAP, A&O, Bredin Prat and Deutsche Bank to negotiate the terms of the Tender Offer Agreement. On October 5, 27, Mr. Schwarz, Mr. Kennedy and representatives of Goldman Sachs, Shearman & Sterling LLP and WSGR briefed the Special Committee on the status of negotiations with SAP. Mr. Liautaud and Mr. Tolonen also participated in the telephonic meeting. On October 7, 27, prior to the meeting of the Business Objects Board scheduled later that day, the Compensation Committee of the Business Objects Board, together with the remaining Business Objects Board members, Mr. Kennedy and Mr. Tolonen, and representatives of Goldman Sachs, Shearman & Sterling LLP and WSGR participated in a conference call to discuss a request from SAP to take action to approve amendments to the change of control and severance agreements of certain officers of Business Objects. After discussion, the Compensation Committee approved the amendment of such agreements. On October 7, 27, the Business Objects Board met to review the proposed terms of the transaction with SAP. Members of the Business Objects workers committee, Messrs. Kennedy and Tolonen and representatives of Goldman Sachs, Shearman & Sterling LLP and WSGR were present at the meeting. Representatives of Goldman Sachs, Shearman & Sterling LLP and WSGR updated the board on the PADOCS1/

12 final terms of the Tender Offer Agreement. Goldman Sachs reviewed with Business Objects Board of Directors Goldman Sachs financial analyses of the transactions contemplated by the Tender Offer Agreement, and Goldman Sachs rendered its oral opinion, subsequently confirmed in its written opinion, dated October 7, 27, to the Business Object Board that, as of October 7, 27, and based upon and subject to the factors and assumptions set forth therein, the 42. per Ordinary Share, without interest, referred to as the Share Consideration, to be received by the holders of Shares and an amount in US dollars equal to the Share Consideration (as determined using a current spot exchange rate as determined by the depositary on the date of settlement of the Offers) per ADS, without interest, to be received by the holders of ADSs, in each case in the Offers, was fair from a financial point of view to such holders. Following further discussion, the Business Objects Board, acting unanimously, authorized Business Objects management team to execute the Tender Offer Agreement with SAP. On October 7, 27, Business Objects and SAP executed the Tender Offer Agreement and issued a joint press release announcing the execution of the Tender Offer Agreement later the same day. On October 21, 27, the Business Objects Board met to issue its reasoned opinion on the interest of the Offer on Business Objects, its shareholders and its employees, in accordance with Article of the AMF s General Regulations. After reviewing the opinion of Goldman Sachs dated October 7, 27 and the fairness opinion ("attestation d'équité") of Houlihan Lokey Howard & Zukin (Europe) Limited ("Houlihan Lokey") and follow deliberations, the Business Objects board unanimously agree that the financial terms of the Offers were fair to the holders of Securities. The Business Objects board also concluded that the Offers were in the interests of Business Objects shareholders and the holders of Business Objects Securities as they represented for them an opportunity to benefit immediately from a cash offering under fair terms. It also decided that it was in the interest of the Company and its employees. As a result, the Business Objects Board resolved to recommend to holders of Business Objects Securities to tender their Business Objects Securities in the Offers. PADOCS1/

13 3 REASONED ASSESSMENT OF THE BOARD OF DIRECTORS OF THE COMPANY BUSINESS OBJECTS Business Objects board of directors convened on October [21], 27. The board of directors unanimously delivered the following assessment: The Board of Directors was referred to its meeting held on October 7, 27 in which the board discussed the high quality of the offer formulated by SAP in regards to that offer s price, terms, and potential speed and certainty of execution and that the SAP group s offer constituted the most attractive solution for the Company, its shareholders and its employees. The Board also authorized the Chief Executive Officer to enter into an agreement with SAP known as the Tender Offer Agreement, which was signed the same day, after the Chairman described its contents and discussed the main stipulations of this agreement with the members of the Board. The Directors were also reminded that the recommendation of the Board of Directors meeting held on October 7, 27 was issued subject to the review of SAP s draft Prospectus and of the report of the independent expert, who was appointed on September 28, 27 in accordance with the provisions of Article I of the of the general regulations of the AMF. The Board was referred to the fact that the meeting today was to examine the Offers that SAP France SA will initiate regarding the Company s securities according to the terms of the Tender Offer Agreement and to issue a reasonable assessment on the Offer in accordance with the provisions of article of the general regulations of the AMF. It was confirmed to the Board that SAP s substitution by SAP France is in compliance with the terms of the Tender Offer Agreement (article 5.8). The Board was also referred to the fact that the Offers will take the form of a tender offer under French law and a parallel tender offer under US law, for all of the Company s issued securities, i.e., all the shares (the Company Shares ), the American Depositary Shares (the ADS ) corresponding to shares of the Company, as well as all the bonds convertible into cash or new or existing shares (the Company Convertible Bonds ) and the warrants (the Company Warrants ) issued by the Company, and the shares which may be issued following the exercise, conversion or exchange of stock options, Company Warrants and Company Convertible Bonds (together, the Company Securities ). Pursuant to the terms of the Offers, SAP France will undertake to offer the holders of the Company Securities: per share (excluding ADS); - The equivalent of 42. in US dollars for ADS, based on the current spot exchange rate as determined by the depositary of the ADS on the settlement-delivery date of the Offer; per warrant issued in 27, per warrant issued in 26, per warrant issued in 25, per warrant issued in 25 and per warrant issued in 23; per Convertible Bond (excluding January 1 st, 28 coupon). PADOCS1/

14 The Directors were then invited to comment on the draft of the SAP France prospectus (note d information) as well as the draft of the Company prospectus (note d information en réponse, each of which was submitted to the Board in time for a full adequate review by the board) which will be submitted to the AMF in connection with the Offers. The Board of Directors attention was drawn to the valuation criteria used by SAP and its advisory bank within the framework of the valuation of the Company Securities and on the existence of a minimum condition of 5.1 % of the Company s voting rights, on a fully diluted basis. The Board of Directors attention was further drawn to the fact that, if the securities not tendered in the Offers represent less than 5 % of the Company s capital or voting rights, SAP France will, within three months following the closing of the Offers, undertake a squeeze out procedure (retrait obligatoire) under the conditions provided by articles of the AMF s general regulations. SAP France has stated its intention to commence a squeeze out procedure regarding the Company Warrants and the Company Convertible Bonds as well, should the conditions of the second paragraph of Article of the AMF s General Regulations be met. The Chairman reminded the Directors of the conclusions of the opinion issued by Goldman Sachs, the Company s financial adviser, dated October 7, 27, relative to the consideration offered to all the shareholders and ADS holders of the Company, in connection with the Offers, is fair from a financial point of view. The Chairman reminded the Directors of the conclusions ("attestation d'équité") of Houlihan Lokey Howard & Zukin (Europe) Limited ("Houlihan Lokey") set forth in its independent valuation report in connection with the Offers and, if applicable, the squeeze-out to be initiated pursuant to article (I)(1) of the General Regulations of the AMF, that based upon and subject to the factors and assumptions set forth therein, as of October 21, 27, (i) the consideration to be received by the holders of Company Shares and the Company ADSs is fair to such holders, respectively, (ii) the warrant consideration, in the aggregate, to be received by the holders of Company Warrants is fair to such holders, and (iii) the consideration for the Company Convertible Bonds to be received by the Company Convertible Bonds holders is fair to such Company Convertible Bonds holders, each from a financial point of view. The Board of Directors noted that SAP has advised the Company that SAP intends to permit the Company to operate as an independent business within the SAP group. The Company s customers are expected to continue to benefit from open, broad, and integrated business intelligence solutions, while also gaining the advantage of application alignment for business analytics. The Board of Directors noted that SAP AG and SAP France have declared that they do not intend to proceed with significant restructuring after the transaction. After reviewing Goldman Sachs opinion dated October 7, 27 and the attestation d équité delivered by Houlihan Lokey, the Board Members unanimously determined that the financial terms of the Offers are fair holders of the Company Securities. The Board furthermore concluded that the Offers are in the interest of holders of Company Securities insofar as they represent an opportunity to benefit from immediate liquidity under fair conditions. PADOCS1/

15 The Board also determined that the Offers are in the Company s and its employees interest. As a result, the Board decides to recommend to the holders of Company Securities to tender their Company Securities in the Offers. The Company planned to file a registration statement with the SEC in February 28 in order to register its shares that may be delivered to holders of ORNANEs upon exercise of the Conversion Rights (as set forth in the prospectus (note d opération) which received visa n 7-14 dated May 3, 27 (the Prospectus )). Once the registration statement will be filed, the Conversion Rights may be exercised under the conditions set forth in the Prospectus. Based on the timetable of the Offers included in this note d information, the Conversion Rights are not expected to arise in time to allow ORNANE holders to exercise their Conversion Rights and tender the underlying shares in the Offers. In such a case, pursuant to Article (7) of the Prospectus, the Conversion Rights may be exercised within a 3-day period once the registration statement is filed, and the Conversion Ratio (as defined in the Prospectus) will be maintained during this period. As a result, the Board of Directors resolved to confer all its powers to the Chief Executive Officer to complete and execute the Company s draft prospectus that will be subject to the approval of the AMF and any other document that would be necessary within the context of the Offer, specifically the documents entitled, Other Information Relative to Business Objects, as well as any document required within the framework of the offer subject to US law and, in particular, the Company s filings with the Securities and Exchange Commission on Schedule 14D-9, and more generally, taking all appropriate actions to complete the Offers. The members of the Board of Directors have indicated their intent to tender to the Offers the Company Shares they hold or could hold. In compliance with the terms of the Tender Offer Agreement, treasury shares will not be tendered to the Offers. However, Company Shares held by Business Objects Option LLC and the Business Objects Employee Benefit Sub-Plan Trust may be tendered at the request of the optionee or restricted stock unit holders. 4 OPINION ON THE FAIRNESS OF THE PRICE OFFERED TO THE HOLDERS OF SHARES AND ADS RENDERED ON OCTOBER 7, 27 BY GOLDMAN SACHS TO THE BUSINESS OBJECTS BOARD Goldman, Sachs & Co. (hereafter Goldman Sachs ), in its capacity as financial advisor, and not as expert indépendant, of Business Objects rendered on October 7, 27 an opinion in English that is not a attestation d équité within the meaning of the French securities laws and regulations, relating to the fairness, from a financial point of view, of the terms of the transaction contemplated by the Tender Offer Agreement (the Opinion ). This Opinion, attached in Annex A to this note d information, was exclusively addressed to the Business Objects Board and is not a recommendation to the holders of Shares and ADS to tender their Shares to the Tender Offers. This Opinion shall not provide a basis for liability, either in fact or in law, of Goldman Sachs. The developments below are a summary of the Opinion and the main financial analyses presented by Goldman Sachs on October 7, 27 to the Business Objects Board. The summary of these analyses does not purport to be a complete description of the financial analyses performed by Goldman Sachs in connection with its determination of the fairness of the price offered to the holders of Shares and is qualified in its entirety by reference to the Opinion. PADOCS1/

16 The full text of the written opinion of Goldman Sachs, dated October 7, 27, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex A. Goldman Sachs provided its opinion for the information and assistance of the Business Objects Board in connection with its consideration of the transaction contemplated by the Tender Offer Agreement. The Goldman Sachs opinion is not a recommendation as to whether or not any holder of Shares or ADSs (together, Shares ) should tender such Shares in connection with the Offers. Goldman Sachs opinion is not delivered pursuant to Article of the general regulation of the AMF and should not be considered a rapport d expert indépendant nor an expertise indépendante, nor shall Goldman Sachs be considered an expert indépendant, all within the meaning of the French Securities Law and regulations. In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things: the Tender Offer Agreement dated October 7, 27; annual reports to shareholders and Annual Reports on Form 1-K of Business Objects for the five fiscal years ended December 31, 26; the documents de référence filed by Business Objects with the AMF; certain interim reports to shareholders and Quarterly Reports on Form 1-Q of Business Objects; certain other communications from Business Objects to its shareholders; certain publicly available research analyst reports for Business Objects; and certain internal financial analyses and forecasts for Business Objects prepared by its management (the Forecasts ). Goldman Sachs also held discussions with members of the senior management of Business Objects regarding their assessment of the past and current business operations, financial condition and future prospects of Business Objects. In addition, Goldman Sachs reviewed the reported price and trading activity for the Shares, compared certain financial and stock market information for Business Objects with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations in the enterprise software industry specifically and in other industries generally and performed such other studies and analyses, and considered such other factors, as it considered appropriate. For purposes of rendering the opinion described above, Goldman Sachs relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by it. In that regard, Goldman Sachs assumed with Business Objects consent that the Forecasts have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Business Objects. In addition, Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of Business Objects or any of its subsidiaries, and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the transaction contemplated by the Tender Offer Agreement will be obtained without any adverse effect on Business Objects or on the expected benefits of the transaction in any way meaningful to Goldman Sachs analysis. Goldman Sachs opinion does not address any legal, regulatory, tax or accounting matters nor does it PADOCS1/

17 address the underlying business decision of Business Object to engage in the transaction or the relative merits of the transaction as compared to any strategic alternatives that may be available to Business Objects. Goldman Sachs opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion, and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs opinion is not delivered pursuant to Article of the general regulation of the French Autorité des marchés financiers and should not be considered a rapport d expert indépendant nor an expertise indépendante, nor shall Goldman Sachs be considered an expert indépendant, all within the meaning of the French Securities Laws and regulations. The following is a summary of the material financial analyses delivered by Goldman Sachs to the Business Objects Board in connection with rendering the opinion described above. The following summary, which is included below for information purposes, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 5, 27, and is not necessarily indicative of current market conditions. Analysis at Various Prices. Goldman Sachs performed certain analyses, based on historical financial information, projections provided by management of Business Objects and estimated financial data obtained from the Institutional Brokers Estimate System, or IBES. In the analyses, the implied price in euros (except the offer price of 42.) was converted from U.S. dollars at the October 5, 27 euro to U.S. dollar exchange rate of.71. The offer price of 42. was converted to U.S. dollars at the October 5, 27 U.S. dollar to euro exchange rate of Assuming market prices of (i) $42.38 per ADS reflecting the closing market price of the ADSs on September 14, 27, the date prior to the publication of an article by Le Figaro, a widely-circulated French newspaper, regarding a potential transaction involving Business Objects and per Ordinary Share as the euro-equivalent market price per ADS, (ii) $5.27 per ADS reflecting the closing market price of the ADSs on October 5, 27, the last trading day prior to announcement of the transaction and per Ordinary Share as the euroequivalent market price per ADS, and (iii) using the offer consideration of 42. per Ordinary Share and $59.4 per ADS as the U.S. dollar equivalent market price per Ordinary Share, Goldman Sachs calculated the (i) diluted equity consideration and (ii) diluted levered consideration for Business Objects. The diluted equity and diluted levered consideration assumed Business Objects 45 million convertible/exchangeable bonds ( ORNANEs ) were redeemed using net share settlement on January 15, 28 at an offer price per ORNANE of Goldman Sachs then calculated (i) the ratio of enterprise value to estimated calendar year 27 and 28 revenue, (ii) the ratio of ADS price to estimated calendar year 27 and 28 earnings per share ( PE ) and (iii) the ratio of PE to estimated 5-year long term earnings per share growth ( PEG ). The following table presents the results of Goldman Sachs analysis: September 14, 27 October 5, 27 (in millions, except per share values) Implied Price Per Share ( ) * Implied Price Per $42.38 $5.27 ADS (USD) * Equity $4,164 $5,54 PADOCS1/

18 Consideration Diluted Levered Consideration Diluted $3,872 $4,761 Enterprise Value/Revenue CY7E - Management CY8E - Management CY7E - IBES CY8E IBES PE CY7E - Management CY8E - Management CY7E - IBES CY8E IBES PEG (assuming 15% 5- year long-term earnings growth) CY7E - Management CY8E - Management CY7E - IBES CY8E - IBES 2.5x x x x x x * Implied price in euros (except the offer price of 42.) is converted from U.S. dollars at a USD/ exchange ratio of The offer price of 42. is converted to U.S. dollars at a /USD exchange ratio of.71. ** BI Comp., or business intelligence comparables, consists of Actuate Corporation, Cognos Inc., Informatica Corporation, Microstrategy Incorporated and SPSS Inc. EAI Comp, or enterprise application integration comparables, consists of BEA Systems, Inc., Progress Software Corporation and Tibco Software Inc. Implied Premium Analysis. Goldman Sachs analyzed the consideration to be received by holders of the Shares and the ADSs in the Offers in relation to the closing prices of the Shares and ADSs on September 14, 27 (the date prior to the Le Figaro article) and October 5, 27 (the date prior to announcement of the transaction) and the volume weighted average market price, or VWAP price, of the Shares and ADSs for the 1-month, 3-month, 6-month and 1-year periods ended September 14, 27 and October 5, 27. The following table presents the results of Goldman Sachs analysis with respect to the Shares using the offer price of 42. per Ordinary Share: PADOCS1/

19 Weighted Averages as of September 14, 27 ( euroequivalent Market Price Per ADS) Weighted Averages as of October 5, 27 ( euroequivalent Market Price Per ADS) Implied Premium to 1 Month Local VWAP Price Implied Premium to 3 Month Local VWAP Price Implied Premium to 6 Month Local VWAP Price Implied Premium to 1 Year Local VWAP Price 36% 28% 36% 33% 41% 37% 45% 41% The following table presents the results of Goldman Sachs analysis with respect to the ADSs using an assumed offer price of $59.4 per ADS that was calculated based upon a /USD exchange ratio of.71: Weighted Averages as of September 14, 27 ($42.38 per ADS) Weighted Averages as of October 5, 27 ($5.27 per ADS) Premium to ADS Market Price on Given Day Premium to 1 Month ADS VWAP Price Premium to 3 Month ADS VWAP Price Premium to 6 Month ADS VWAP Price Premium to 1 Year ADS VWAP Price 4% 18% 42% 29% 42% 36% 49% 44% 57% 53% Illustrative Present Value of Future Share Price Analysis. Goldman Sachs performed an illustrative implied present value analysis of Business Objects hypothetical future share price. This analysis is designed to provide an indication of the present value of a hypothetical future value of a company s equity as a function of such company s estimated future earnings and its assumed price to future EPS multiple. For this analysis, Goldman Sachs used projections for Business Objects prepared by the management of Business Objects ( Management Plan ), including two sensitivity analyses (Sensitivity A and Sensitivity B) of management forecasts and IBES median estimates. Sensitivity A assumed a $1mm downward adjustment in CY7E revenue and annual revenue growth rates identical to Management Plan for CY8E and CY9E. Sensitivity B assumed a $1 million downward adjustment in CY7E revenue and a decrease of.8% in annual revenue growth rates for CY8E and CY9E, corresponding to the difference in CY6 to CY7 revenue growth between Management Plan and the sensitivities. In both sensitivities, the EPS impact of the downward adjustment in revenue was estimated assuming a pre-tax contribution margin of 8% and a tax rate of 33% on the adjusted revenues. Goldman Sachs calculated undiscounted hypothetical share prices for Business Objects, using forward price to 28 EPS multiples ranging from 16.x to 21.x. The following table presents the results of this analysis: PADOCS1/

20 CY8E EPS Illustrative Value Per Share Indications $2.2 $35.2 $46.2 $2.4 $38.4 $5.4 $2.43 (Sensitivity B) $38.89 $51.4 $2.5 (IBES Estimate/Sensitivity A) $4. $52.5 $2.56 (Management Plan) $4.93 $53.73 $2.6 $41.6 $54.6 $2.8 $44.8 $58.8 Goldman Sachs also calculated hypothetical future share prices for Business Objects using 29 EPS and PE multiples ranging from 16. to 21.. These hypothetical future stock prices were then discounted to October 5, 27 to calculate illustrative present values of the hypothetical future stock prices using a cost of equity of 11.%. The following table presents the results of this analysis: CY9E EPS Illustrative Present Value Per Share Indications $2.7 $38.92 $51.8 $2.86 (Sensitivity B) $41.26 $54.16 $2.9 (IBES Estimate) $41.8 $54.86 $3.1 (Sensitivity A) $43.37 $56.92 $3.8 (Management Plan) $44.35 $58.21 $3.1 $44.68 $58.65 $3.3 $47.57 $62.43 Selected Companies Analysis. Goldman Sachs reviewed and compared certain financial information for Business Objects to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the business intelligence software and enterprise application integration software industries. Selected Business Intelligence Software Companies Actuate Corporation Cognos Inc. Informatica Corporation Microstrategy Incorporated SPSS Inc. Selected Enterprise Application Integration Companies BEA Systems, Inc. Progress Software Corporation Tibco Software Inc. Although none of the selected companies is directly comparable to Business Objects, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Business Objects. Goldman Sachs calculated the equity market capitalization for each of the selected companies by multiplying the closing market price of each as of October 5, 27, by the number of each company s diluted shares based on data obtained from each company s latest publicly available filings. For Business Objects, Goldman Sachs calculated the equity market capitalization by multiplying the closing market price of Business Objects ADSs as of October 5, 27, by the number of diluted shares outstanding as of September 3, 27, as provided by Business Objects management. The enterprise value for Business Objects and each of the selected comparable companies was then calculated as the sum of the equity market capitalization plus financial debt, plus minority interests and minus cash and cash equivalents from each company s latest publicly available filings. Business Objects enterprise value and equity value were calculated assuming the 45mm ORNANEs were treated as debt. Goldman Sachs then calculated and compared financial multiples based on estimated financial data for calendar years 27 and 28 for each company. Business Objects estimated financial data was obtained from IBES and from Business Objects Management Plan and the selected companies estimated financial data was obtained from IBES. With respect to Business Objects and the selected companies, Goldman Sachs calculated: PADOCS1/