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Note 4 - Business Combinations
 3 Months Ended
Mar. 31, 2012
Notes to Financial Statements [abstract]  
Disclosure of business combinations
(4) Business Combinations
 
We acquired the following businesses during the first quarter in 2012:
 
Acquired Businesses
 
Acquired Businesses
Sector
Acquisi-tion Type
Acquired Voting Interest
Acquisi-tion Date
Purisma Inc, Short Hills, NJ, USA
Master Data Management Solution Business
Asset Deal
n/a
January 18, 2012
datango AG, Berlin, Germany
Solution for Workforce Performance Support
Asset Deal
n/a
February 7, 2012
SuccessFac-tors Inc, San Mateo, CA, USA
Provider of cloud-based human capital management (HCM) solutions
Share Deal
100%
February 21, 2012
 
We acquire businesses in specific areas of strategic interest to us. The acquisitions during the first quarter of 2012 were not material to SAP except for the acquisition of SuccessFactors, for which additional information is provided below.
 
In the first quarter,  our acquisitions are recorded with provisional estimates.
 
Acquisitions of the prior year are described in the Consolidated Financial Statements in our 2011 Annual Report.
 
Material Business Combinations
 
On February 21, 2012, we acquired more than 90 per cent of the outstanding ordinary shares of SuccessFactors, Inc. (NYSE: SFSF) and obtained control of SuccessFactors. Subsequent to the acceptance of the tender offer we effected a short-form merger and acquired the remaining shares for the same US$40.00 per share price that was paid in the cash tender offer.
 
SuccessFactors is a provider of cloud-based human capital management (HCM) solutions. As a result of the acquisition, we expect to significantly accelerate our momentum as a provider of cloud applications, platforms and infrastructure and to establish an advanced end-to-end offering of cloud and on-premise solutions for managing all relevant business processes.
 
The initial accounting for the business combination is provisional in our financial statements as of March 31, 2012 as we are still validating our valuation assumptions. The following table summarizes the consideration paid, provisional estimates of the acquisition-related costs and provisional values for assets acquired and liabilities assumed which were recognized at the acquisition date.
 
Financial Impact from the Acquisition of SuccessFactors as of the Closing Date
 
€ millions
Total
 
 
Consideration
 
Value of acquired shares outstanding paid
2,543
Value of acquired  accelerated options, stock appreciation rights and restricted stock units
116
Total Cash payment
2,659
Value of earned portion of converted unvested restricted stock units, restricted stocks and performance stock (valued in accordance with IFRS 2)
58
Total Consideration transferred
2,717
 
 
Acquisition related costs (includes in general and administrative expenses in our income statement)
 
Acquisition-related costs incurred in 2011
4
Acquisition-related costs recognized in 2012
6
Total acquisition related costs
2,727
 
 
Amounts of identifiable assets acquired and liabilities assumed expected to be recognized
 
Cash and cash equivalents
80
Other financial assets
10
Trade and other receivables (net of € 2 millions reserves)
58
Other non-financial assets
11
Property, plant, and equipment
10
Intangible assets
783
Thereof customer relationship and other intangibles
490
Customer relationship
466
Tradename
24
Thereof acquired technology
290
Thereof software and database licenses
3
Current and deferred tax assets
7
Total assets
959
 
 
Trade accounts payable
-49
Financial Liabilities
-1
Current and deferred tax liabilities
-166
Provisions and other non-financial liabilities
-66
Deferred revenue
-130
Total liabilities
-412
 
 
Total identifiable net assets
547
 
 
Recognized Goodwill
2,112
 
The goodwill arising from the acquisition consists largely of the synergies and the skills and technical talent of SuccessFactors' workforce. The goodwill recognized is not expected to be deductible for income tax purposes. The goodwill assignment to our segments has not been finalized yet.
 
We are still evaluating contingent liabilities but do not expect to record material amounts.