SAP to Acquire Concur

I’m excited to share that earlier today, we entered into an agreement to be acquired by SAP. The combination of Concur and SAP will bring together the leading cloud-based Travel and Expense platform with the market leading enterprise application software company, and we expect this union to drive significant value for our customers.

SAP delivers software and services to more than 261,000 companies around the world, and this relationship will bring new resources and expertise to Concur customers. This also expands the opportunity to attract developers and partners to the Concur platform, enabling us to continue to extend the capabilities available to you and your business. We expect our focus on innovation and on the success of our customers to be even stronger in the years ahead.

 

SAP’s “Run Simple” philosophy aligns well with our desire to deliver effortless solutions that help you to focus on what matters, the success of your business.

 

We expect to receive regulatory approval on the transaction late in 2014 or early in 2015.We will provide you with more details in the coming months.Post the close of the transaction, Concur is currently planned to operate as part of the SAP organization, initially reporting to the Office of the CEO at SAP.

 

We value your feedback, and our whole leadership team, along with our account managers, is available to answer any questions you may have. We remain 100% committed to your success and thank you for your business.

 

Sincerely,

Steve

 

 

Forward Looking Statements

Statements in this communication regarding the proposed transaction between the SAP Group and Concur, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products, and any other statements regarding the future expectations, beliefs, goals, plans or prospects of the SAP Group and Concur constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and (collectively, “forward-looking statements”). Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the parties’ inability to consummate the Merger due to failure to satisfy conditions to the completion of the transaction, including the receipt of stockholder approval or the regulatory approvals required for the transaction, which may not be obtained on the terms expected, on the anticipated schedule or at all; the possibility that the parties may be unable to achieve expected benefits of the Merger within the expected time-frames or at all; inability to integrate Concur’s operations into those of the SAP Group successfully; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with current employees and customers) may be greater than expected following the transaction; any failure to retain Concur employees; competition facing the SAP Group and Concur is intense andmay pose unexpected future challenges; fluctuations in foreign currencies could result in transaction losses and increased expenses; the volatility of the international marketplace; and the other factors described in SAP’s Annual Report on Form 20-F for the year ended December 31, 2013 filed with the SEC and in its most recent interim report on Form 6-K filed July 21, 2014 with the SEC, and Concur’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013 and in its most recent Quarterly Report on Form 10-Q filed with the SEC. The SAP Group and Concur assume no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed acquisition of Concur, Concur intends to file relevant materials with the SEC, including Concur’s preliminary proxy statement and its definitive proxy statement (the “Proxy Statement”). STOCKHOLDERS OF CONCUR ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING CONCUR’S DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, http://www.sec.gov. Documents will also be available for free from Concur at https://www.concur.com/en-us/investors/contact.

 

 

SAP and its directors and executive officers, and Concur and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Concur’s common stock in respect of the proposed transaction. Information about the directors and executive officers of SAP is set forth in its Annual Report on Form 20-F, which was filed with the SEC on March 21, 2014. Information about the directors and executive officers of Concur is set forth in the proxy statement for Concur’s 2014 Annual Meeting of Stockholders, which was filed with the SEC on January 30, 2014. Investors may obtain additional information regarding the interest of such participants by reading the definitive proxy statement regarding the acquisition when it becomes available. As of September 16, 2014, Concur’s directors and executive officers collectively owned approximately 1,336,909 shares of Concur’s common stock, which represented approximately 2% of the outstanding shares of Concur’s common stock as of such date. A more complete description of these arrangements and the interests of Concur’s directors and executive officers with respect to the Merger will be available in the Proxy Statement.  

 

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