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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 14d-10(a)(1)
Rule 14e-5

December 5, 2007

Via Facsimile and U.S. Mail

Eric S. Shube
Allen & Overy LLP
1221 Avenue of the Americas
New York, New York 10020

Re:  Offer by SAP for any and all Ordinary Shares, including Ordinary Shares represented by ADSs, Warrants and Convertible Bonds, of Business Objects S.A.

Dear Mr. Shube:

We are responding to your letter requesting exemptive relief dated December 4, 2007 and addressed to Mauri L. Osheroff, Josephine J. Tao, Christina Chalk, and Michael Pressman as supplemented by telephone conversations with the staff. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed photocopy of your correspondence. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your December 4, 2007 correspondence.

On the basis of the representations made and the facts presented in your December 3, 2007 letter, the United States Securities and Exchange Commission ("Commission") hereby grants exemptions from:

  • Rule 14e-5 under the Exchange Act. The exemption from Rule 14e-5 permits SAP to purchase or arrange to purchase Business Objects Securities pursuant to the French Offer during the U.S. Offer. You do not request, and we do not grant, any relief regarding purchases or arrangements to purchase Business Objects Securities outside the U.S. Offer otherwise than pursuant to the French Offer. In granting this relief, we note that, except for the relief specifically granted herein, SAP will comply with Rule 14e-5; and
  • Rule 14d-10(a)(1) under the Exchange Act. The exemption from Rule 14d-10(a)(1) allows SAP to make the U.S. Offer available to all holders of ADSs, wherever located, and to all holders of Business Objects Shares, Warrants and Convertible Bonds located in the United States. The French Offer will be open to all holders of Business Objects Shares, Warrants and Convertible Bonds located in France or who are located outside of France and the United States, if, pursuant to local laws and regulations applicable to such holders, they are permitted to participate in the French Offer.

The foregoing exemptions are based solely on the representations and the facts presented in your letter, as supplemented by telephone conversations with the Commission staff. Given the significant U.S. ownership of Business Objects Securities, and the fact that Business Objects does not qualify as a “foreign private issuer” as defined in Rule 3b-4(c) under the Exchange Act, we have limited the relief granted. The relief granted is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in the transactions contemplated by this letter must comply with these and any other applicable provisions of the federal securities laws. The Divisions of Corporation Finance and Trading and Markets express no view on any other questions that may be raised by this transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to such transactions.


For the Commission,
By the Division of Corporation Finance
pursuant to delegated authority,

Mauri L. Osheroff
Associate Director
Regulatory Policy

For the Commission,
by the Division of
Trading and Markets
pursuant to delegated authority,

Josephine J. Tao
Assistant Director
Office of Trading Practices and Processing

Incoming Letter:

The Incoming Letter is in Acrobat format.



Modified: 12/14/2007