Sybase closes step two of acquisition that triggers conversion period, put option for 3.5% notes

By Susanna Moon

Chicago, July 30 - Sybase, Inc. said it informed holders of its 3.5% convertible senior notes due 2029 that it closed the second-step cash merger of Sheffield Acquisition Corp., a wholly owned subsidiary of SAP America, Inc., for $65.00 per share.

As previously noted, because of the fundamental change, the 3.5% notes are convertible until the close of business on Aug. 17. Holders may also require the company to repurchase the convertibles on Aug. 18 at par plus accrued interest.

Holders may convert their notes at an increased conversion rate of 22.9939 shares per $1,000 principal amount of notes during the make-whole convertibility period.

Notes tendered for conversion after that period will be subject to the conversion rate of 20.8836 shares per $1,000 principal amount.

The notes were convertible beginning July 26 with the close of the acquisition of Sybase by Sheffield Acquisition under a first-step cash tender offer for all outstanding common shares at $65 per share.

The Dublin, Calif.-based wireless software company said the convertibles also are putable because of the fundamental change. Its shares (NYSE: SY) closed at $64.98 each on Friday.

Newtown Square, Pa.-based SAP America provides enterprise software and services. Its parent company, SAP AG, makes business software and is based in Walldorf, Germany.

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