Sybase investors may put or convert 3.5% notes due to SAP acquisition

By Susanna Moon

Chicago, July 27 - Sybase, Inc. said holders may convert their 3.5% convertible senior notes due 2029 until the close of business on Aug. 17. They 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 Corp., a wholly owned subsidiary of SAP America, Inc., under a first-step cash tender offer for all outstanding common shares at $65 per share and the anticipated closing of the second-step cash merger of the companies.

The Dublin, Calif.-based wireless software company said the convertibles also are putable because of the fundamental change.

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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