Hedging of M&A Transactions
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1 Hedging of M&A Transactions Jörg Wiemer Senior Vice President Head of Global Treasury October 27 th 2010 Public
2 Agenda 1. Introduction About SAP Sybase tender offer 2. Financial Risks in M&A Transactions Liquidity risk Interest rate risk, counterparty risk, settlement risk, FX risk 3. Hedging of Financial Risks in M&A Transactions Driving forces for M&A hedging decision process Decision matrix: Hedging instruments SAP AG All rights reserved. / Page 2 Public
3 The World s Leading Provider of Business Application Software Undisputed market leader with >100,000 customers in 120 countries the largest customer base in enterprise applications A solid track record of growth and return to investors Strong sales opportunity into installed base business with existing customers accounts for ~80% of order entry Steadily increasing share of recurring revenues over 50% Recognized global brand (27 th most valuable in the world according to BusinessWeek*) Deepest industry knowledge with more than 25 industry solutions available Strong focus on ecosystem to foster coinnovation * Source: Interbrand / BusinessWeek 2009 Leading product and technology innovation with ~14,500 developers SAP AG All rights reserved. / Page 3 Public
4 SAP s Long-Term Success Selected KPI s Total Revenue CAGR 7.7% SSRS Revenue CAGR 10.2% Operating Profit CAGR 13.9% Operating Margin 27% 27% 26% 28% 27% Free Cash Flow* CAGR 25.7% % SAP s business model continuously proved to be sustainable, robust and long-term oriented Note: 1999 and 2005 based on US-GAAP; 2006 and 2007 based on IFRS; 2008 and 2009 based on Non-IFRS; in billion, unless stated otherwise * Cash flow from operations less capital expenditure SAP AG All rights reserved. / Page 4 Public
5 Sybase Tender Offer On May 12 th, 2010, SAP and Sybase Inc. signed a definitive merger agreement SAP America, a subsidiary of SAP AG, makes an all cash tender offer for Sybase representing an enterprise value of approximately USD 5.8bn The transaction is funded from SAP s cash on hand (partially USD) and a 2.75bn loan facility Closing of tender offer is conditioned of a majority of outstanding shares (50,1%) and clearance by the relevant antitrust authorities (both the US and Europe) As of the expiration of the tender offer, 92,1% of Sybase s outstanding shares of common stock were tendered The acquisition was immediately completed via a short-form merger under Delaware law Rationale for this strategic move Accelerate the reach of SAP solutions across mobile platforms to help companies managing and analyzing business information and processes on any device Drive forward the realization of SAP s in-memory computing vision SAP AG All rights reserved. / Page 5 Public
6 Agenda 1. Introduction About SAP Sybase tender offer 2. Financial Risks in M&A Transactions Liquidity risk Interest rate risk, counterparty risk, settlement risk, FX risk 3. Hedging of Financial Risks in M&A Transactions Driving forces for M&A hedging decision process Decision matrix: Hedging instruments SAP AG All rights reserved. / Page 6 Public
7 Financial Risks in M&A Transactions (1/2) Liquidity risk Significant appreciation of USD against EUR will create additional liquidity needs measured in EUR Actions taken Loan facility was established before final decision from supervisory board was made and merger agreement was signed. In addition to available cash this guaranteed minimum requirement of strategic liquidity level Example: Potential cash outflow for USD 5.8bn acquisition Scenario I EUR/USD 1,30 Scenario II EUR/USD 1,15 Scenario III EUR/USD 1, SAP Group Gross Liquidity in m Gross Liquidity Minimal Liquidity Credit Line 1.5bn minimum strategic liquidity Approx. 500m Bilateral credit lines 1.5bn Syndicated credit line 4.5bn 5.0bn 5.8bn 2.75bn loan facility EUR/USD ECB Fixing on May 12 th : SAP AG All rights reserved. / Page 7 Public
8 Financial Risks in M&A Transactions (2/2) Interest rate risk Value at Risk calculation showed no significant impact for changes in 2 year EUR swap rate in the period between beginning and closing of tender offer. Given SAP s strong cash flow generation a repayment of the loan facility will be possible within 2 years Acceptance ratio Financing Volume in m Value at Risk in m 50% ,50 75% ,76 100% ,01 50 day 99% VaR Tender Offer risk Acceptance ratio for tender offer might be too low Foreign exchange risk No P+L risk, only translation risk. Higher EUR counter value of future free cash flow from Sybase to SAP compensates for higher purchase price if USD increases. However, FX risk leads to liquidity risk Acceptance ratio Exposure in USDm Value at Risk in m 50% % % day 99% VaR An increase of the acceptance ratio by 1% leads to additional VaR of 7m Settlement risk Settlement of USD FX deals with different counterparties and same day value payment to the US is a huge challenge SAP AG All rights reserved. / Page 8 Public
9 Agenda 1. Introduction About SAP Sybase tender offer 2. Financial Risks in M&A Transactions Liquidity risk Interest rate risk, counterparty risk, settlement risk, FX risk 3. Hedging of Financial Risks in M&A Transactions Driving forces for M&A hedging decision process Decision matrix: Hedging instruments SAP AG All rights reserved. / Page 9 Public
10 Driving Forces for M&A Hedging Decision Process Intercompany structure / Internal Financing Uncertainty about approval of antitrust authorities Volatility in Capital Markets Uncertainty about success of tender offer / acceptance ratio Hedging decision Market squeeze when (FX) hedging activities are started Avoidance of P+L volatility created via pre-hedge Deal contingent hedging / Definition of highly probable IFRS Accounting of hedging instruments SAP AG All rights reserved. / Page 10 Public
11 Some Thoughts on Choice of Hedging Instruments Example 1 Do nothing does not create P&L volatility as a higher purchase price increases goodwill However, a further depreciation of the EUR bears significant liquidity risks Example 2 Plain Vanilla Forward hedges liquidity risk if the tender offer is successful However, significant P+L and cash effect possible if tender offer is not successful Example 3 Enter into an at-the-money Plain Vanilla Option to hedge against liquidity risk However, significant premium has to be paid which does not qualify for Hedge Accounting (time-value) SAP AG All rights reserved. / Page 11 Public
12 Some Thoughts on Choice of Hedging Instruments Example 4 Deal contingent forward hedges liquidity risk at considerable cost, regardless of success of tender offer However, there is no flexibility on the acceptance ratio of the tender offer (over-hedging might happen) Usage of this instrument may lead to discussion with auditor on definition of highly probable, which might not allow hedge accounting treatment Example 5 Deal contingent option hedges liquidity risk regardless of success of tender offer However, Hedge Accounting might not be applicable ( highly probable ) and increased premium has to be paid in case of successful transaction Example 6 Define a critical level at which liquidity risk is still acceptable In case the critical level is triggered: Enter into an at-the-money Plain Vanilla Option SAP AG All rights reserved. / Page 12 Public
13 Decision matrix: Hedging Instruments Do nothing Plain Vanilla Forward* Plain Vanilla Option atm* Deal Contingent Forward** Deal Contingent Option** Wait and hedge worst-case Tender offer successful Liquidity risk Unexpected P&L Volatility Costs (Premium) Tender offer not successful Liquidity risk Unexpected P&L Volatility Costs (Premium) Summary * Assumption: Hedge Accounting is obtained as transaction is highly probable ** Assumption: Hedge Accounting is not obtained as transaction is not highly probable SAP AG All rights reserved. / Page 13 Public
14 Thank you! SAP AG All rights reserved. / Page 14 Public
15 Q&A SAP AG All rights reserved. / Page 15 Public
16 Copyright 2010 SAP AG All Rights Reserved No part of this publication may be reproduced or transmitted in any form or for any purpose without the express permission of SAP AG. The information contained herein may be changed without prior notice. Some software products marketed by SAP AG and its distributors contain proprietary software components of other software vendors. Microsoft, Windows, Excel, Outlook, and PowerPoint are registered trademarks of Microsoft Corporation. IBM, DB2, DB2 Universal Database, System i, System i5, System p, System p5, System x, System z, System z10, System z9, z10, z9, iseries, pseries, xseries, zseries, eserver, z/vm, z/os, i5/os, S/390, OS/390, OS/400, AS/400, S/390 Parallel Enterprise Server, PowerVM, Power Architecture, POWER6+, POWER6, POWER5+, POWER5, POWER, OpenPower, PowerPC, BatchPipes, BladeCenter, System Storage, GPFS, HACMP, RETAIN, DB2 Connect, RACF, Redbooks, OS/2, Parallel Sysplex, MVS/ESA, AIX, Intelligent Miner, WebSphere, Netfinity, Tivoli and Informix are trademarks or registered trademarks of IBM Corporation. Linux is the registered trademark of Linus Torvalds in the U.S. and other countries. Adobe, the Adobe logo, Acrobat, PostScript, and Reader are either trademarks or registered trademarks of Adobe Systems Incorporated in the United States and/or other countries. Oracle is a registered trademark of Oracle Corporation. UNIX, X/Open, OSF/1, and Motif are registered trademarks of the Open Group. Citrix, ICA, Program Neighborhood, MetaFrame, WinFrame, VideoFrame, and MultiWin are trademarks or registered trademarks of Citrix Systems, Inc. HTML, XML, XHTML and W3C are trademarks or registered trademarks of W3C, World Wide Web Consortium, Massachusetts Institute of Technology. Java is a registered trademark of Sun Microsystems, Inc. JavaScript is a registered trademark of Sun Microsystems, Inc., used under license for technology invented and implemented by Netscape. SAP, R/3, SAP NetWeaver, Duet, PartnerEdge, ByDesign, SAP Business ByDesign, and other SAP products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of SAP AG in Germany and other countries. Business Objects and the Business Objects logo, BusinessObjects, Crystal Reports, Crystal Decisions, Web Intelligence, Xcelsius, and other Business Objects products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of Business Objects S.A. in the United States and in other countries. Business Objects is an SAP company. All other product and service names mentioned are the trademarks of their respective companies. Data contained in this document serves informational purposes only. National product specifications may vary. These materials are subject to change without notice. These materials are provided by SAP AG and its affiliated companies ("SAP Group") for informational purposes only, without representation or warranty of any kind, and SAP Group shall not be liable for errors or omissions with respect to the materials. The only warranties for SAP Group products and services are those that are set forth in the express warranty statements accompanying such products and services, if any. Nothing herein should be construed as constituting an additional warrant. SAP AG All rights reserved. / Page 16 Public
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