UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

 

Callidus Software Inc.

(Name of Registrant as Specified In Its Charter)

 

SAP SE and subsidiaries

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Filed by SAP SE and subsidiaries

Pursuant to Rule 14a-12 under the Securities

Exchange Act of 1934

Subject Company: Callidus Software Inc.

Commission File No.: 000-50463

 

Executive message

By Alex Atzberger

To SAP Hybris marketing team for their kick off meeting January 30.

Via video

 

·                  My schedule wouldn’t permit me to be there with you, but I wanted you to hear a few things directly from me.

 

·                  Today we announced earnings for 2017 and what a year it was.

 

·                  SAP Hybris beat expectations, delivering a phenomenal Q4 and closing its best year ever.

 

·                  Maybe even more exciting was our announcement regarding our intent to acquire CallidusCloud

 

·                  This is a significant and bold move on our part in Hybris.

 

·                  Industry analysts predict that the CRM market space will overtake ERP in a couple years, eventually making it the biggest market opportunity for any type.

 

·                  SAP is taking the bold step to claim leadership in this space by making the right moves today.

 

·                  You’ll be hearing more about this obviously in the next days and weeks, but MKOM is about you!

 

·                  I’m convinced that the global summit and the digital summit last year and all of your efforts were significant in contributing to our amazing results

 

·                  Now, looking ahead to 2018, I believe that we are at a critical inflection point in the customer experience business at SAP.

 

·                  Our opportunity is massive:

 

·                  We are the market leader in Commerce

 

·                  Gigya significantly differentiates our portfolio — a portfolio which no one can really compete with, especially now with the addition of CallidusCloud

 

·                  Cloud for Customer has improved massively

 

·                  And our area has the attention and support of Bill and the board

 

·                  And your opportunity is massive:

 

·                  Each of you will play a critical part in our success, because Marketing is critical to our success

 

·                  I look to you to help us build brand awareness, drive demand for our solutions and create advocates among our customers

 

·                  This is your opportunity to be bold — share your innovation and your passion.

 

·                  You have my support, and my commitment on a few things:

 

·                  We will be a unified, cloud-first organization which values collaboration across teams — whether Hybris, other parts of the Cloud business, or with core SAP.

 

·                  We will always put the customer first.

 

·                  And we will win this market together.

 

·                  Have a great kickoff and I look forward to meeting you all soon!

 

Cautionary Statement Regarding Forward-Looking Statements

 

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “intend”, “may”, “plan”, “project”, “predict”, “should” and “‘will” and similar expressions as they relate to SAP or Callidus Software Inc. are

 


 

intended to identify such forward-looking statements. This release contains forward-looking statements that involve risks and uncertainties concerning the parties’ ability to close the transaction and the expected closing date of the transaction, the anticipated benefits and synergies of the proposed transaction, anticipated future combined operations, products and services, and the anticipated role of CallidusCloud, its key executives and its employees within SAP following the closing of the transaction. Actual events or results may differ materially from those described in this release due to a number of risks and uncertainties. These potential risks and uncertainties include, among others, the outcome of regulatory reviews of the proposed transaction, the ability of the parties to complete the transaction, the failure to retain key CallidusCloud employees, customer and partner uncertainty regarding the anticipated benefits of the transaction, the failure of SAP and CallidusCloud to achieve the anticipated synergies of the proposed transaction and other risks detailed in SAP’s and CallidusCloud’s SEC filings, including those discussed in SAP’s Annual Report on Form 20-F for the year ended December 31, 2016 and CallidusCloud’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, each of which is on file with the SEC and available at the SEC’s website at www.sec.gov. SAP is not obligated to update these forward-looking statements to reflect events or circumstances after the date of this document. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

 

Additional Information About the Merger

 

In connection with the proposed merger, Callidus Software Inc. will file a proxy statement with the SEC. The definitive proxy statement will be sent or given to CallidusCloud stockholders entitled to vote at the special meeting relating to the transaction and will contain important information about the proposed merger and related matters. CallidusCloud’s stockholders are urged to read the definitive proxy statement (including any amendments or supplements thereto) carefully when it becomes available before making any voting or investment decision with respect to the proposed merger because it will contain important information about the merger and the parties to the merger. Additionally, CallidusCloud and SAP will file other relevant materials in connection with the proposed acquisition of CallidusCloud by SAP pursuant to the terms of an Agreement and Plan of Merger by and among, SAP America, Inc., Emerson One Acquisition Corp., a wholly owned subsidiary of SAP America, and CallidusCloud. SAP, CallidusCloud and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of CallidusCloud stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of SAP’s executive officers and directors in the solicitation by reading SAP’s most recent Annual Report on Form 20-F, and the proxy statement and other relevant materials filed with the SEC when they become available. Information concerning the interests of CallidusCloud’s participants in the solicitation, which may, in some cases, be different than those of CallidusCloud’s stockholders generally, will be set forth in the proxy statement relating to the merger when it becomes available.

 

The materials to be filed by SAP and CallidusCloud with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from CallidusCloud, once it is filed with the SEC, by contacting CallidusCloud Investor Relations through the investor contact page on the company’s website at http://investor.calliduscloud.com/about-us/investor-relations/investor-faq/