SAP SE (XTRA:SAP) entered into a definitive agreement to acquire WalkMe Ltd. (NasdaqGS:WKME) for $1.4 billion on June 4, 2024. A cash consideration valued at $14 per share will be paid by SAP SE. The Executive and Supervisory Boards of SAP SE and the board of directors of WalkMe have approved the transaction. The acquisition is subject to customary closing conditions, including the receipt of WalkMe shareholder approval and necessary regulatory clearances, and is expected to close in the third quarter of 2024. The impact of the transaction on SAP?s non-IFRS earnings per share for fiscal 2024 is expected to be immaterial. WalkMe Ltd will be obligated to pay to SAP SE a termination fee equal to $44,248,399.30 in cash, approximately 3% of the Company?s equity value. As of July 1, 2024, WalkMe Ltd to host a special and annual general meeting of shareholders, to be held on August 7, 2024. The meeting will be held for the following purposes: to approve (a) the Merger Agreement, (b) the consideration to be received by the shareholders of WalkMe in the Merger, consisting of $14.00 per share in cash, without interest, subject to adjustment under the Merger Agreement and less any applicable withholding taxes, for each ordinary share, no par value, of WalkMe, (c) the treatment of equity awards of WalkMe in accordance with the terms of the Merger Agreement. (d) To approve the adjournment of the Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Meeting. (e) To re-elect each of Jeff Horing, Ron Gutler and Haleli Barath as Class III directors. (f) To approve the re-appointment of Kost, Forer, Gabbay & Kasierer, a registered public accounting firm and a member of Ernst & Young Global, as the Company?s independent registered public accounting firm for the year ending December 31, 2024 and until the Company?s next annual general meeting of shareholders, and to authorize the Company?s board of directors. and (g) To approve equity awards granted to Mr. Dan Adika, the Company?s Chief Executive Officer, on May 30, 2024, subject to requisite approval by the Company?s shareholders. The Board unanimously recommends a vote FOR all of the proposals presented at the meeting, including the Merger Proposal. As of August 7, 2024, the deal was approved by WalkMe's shareholders. Pursuant to the amended engagement letter, the Company will pay Morgan Stanley a fee of approximately $27 million for financial advisory services in connection with the Merger. Qatalyst Partners provided the Company with financial advisory services in connection with the Merger for which it will be paid an aggregate amount currently estimated at approximately $27 million. The waiting period applicable to the Merger under the U.S. Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the ?HSR Act?), expired at 11:59 p.m., Eastern Time, on Wednesday July 17, 2024. As of August 23, 2024, SAP SE has received approval from German regulators to take over WalkMe as the German regulatory agency German Federal Cartel Office did not find any serious competition concerns with the proposed transaction.

Qatalyst Partners, L.P. acted as financial advisor, and fairness opinion provider for WalkMe Ltd. Shachar Hadar, Ran Camchy, Matthew Rudolph from Meitar Liquornik Geva Leshem Tal & Co and Tad Freese and Mark Bekheit, Josh Holian, Jana Dammann de Chapto, and Tomas Nilsson, James Metz, Anthony Klein, Grace Lee, Dean Baxtresser, Robert Brown and London counsel Danielle van der Merwe, Les Carnegie, Ruchi Gill, Erin Brown Jones; Jenny Cieplak; Elizabeth Park and Josh Kiernan of Latham & Watkins LLP acted as legal advisors for WalkMe Ltd. Chaim Friedland, Ari Fried from Gornitzky & Co., and Matthew Gemello, Spencer Cohen from Orrick, Herrington & Sutcliffe LLP acted as legal advisors for SAP SE. Morgan Stanley & Co. LLC acted as financial advisor to WalkMe Ltd. D.F. King & Co., Inc. acted as proxy solicitor to WalkMe Ltd. Steve Camahort of Paul Hastings advised Goldman Sachs & Co. LLC which acted as financial advisor and due diligence provider to SAP SE. Martin Scharnke and Christian Klöpfer of Allen Overy Shearman Sterling LLP acted as legal advisor to SAP SE.