Press Release November 11, 2018

SAP SE to Acquire Qualtrics International Inc. for $8 Billion in Cash

SAP SE (NYSE: SAP) and Qualtrics International Inc. (Qualtrics) today announced they have entered into a definitive agreement under which SAP SE intends to acquire Qualtrics, the global pioneer of the experience management (XM) software category that enables organizations to thrive in today’s experience economy. Goodwin is advising Qualtrics.

Under the terms of the agreement, SAP will acquire all outstanding shares of Qualtrics for US$8 billion in cash. Subject to customary closing conditions and attainment of regulatory clearances, the acquisition is expected to close in the first half of 2019. The Boards of Directors of SAP and Qualtrics have approved the transaction. Qualtrics’ shareholders have also approved the transaction.

Qualtrics is the technology platform that organizations use to collect, manage, and act on experience data, also called X-data™. The Qualtrics XM Platform™ is a system of action, used by teams, departments, and entire organizations to manage the four core experiences of business—customer, product, employee and brand—on one platform. Over 9,000 enterprises worldwide, including more than 75 percent of the Fortune 100 and 99 of the top 100 U.S. business schools, rely on Qualtrics to consistently build products that people love, create more loyal customers, develop a phenomenal employee culture, and build iconic brands.

The Goodwin team advising Qualtrics is led by partners Anthony McCusker, Lawrence Chu, Mike Russell, and Alessandra Simons, and associates Matt McCoyKristin GerberElizabeth TelefusRia Pascual, and John Horton.

The team also includes partners Kelsey Lemaster, Kevin Lam, Lynda Galligan, Sarah Bock, and Paul Jin, counsel Jacqueline Klosek, Kirby Lewis, Jacob Osborn, and Ai Tajima, and associates Alexander Plaum, Victor Wang, Ben Horwitz, Alexandra Denniston and Sarah Tauman.

Prior to today’s announcement, Qualtrics was scheduled to consummate an initial public offering of its Common Stock later this week. SAP CEO, Bill McDermott, said in a conference call that the Qualtrics IPO was already over-subscribed. The Goodwin team representing Qualtrics in its IPO was led by partners Anthony McCusker and Bradley Weber, and included associates John Casnocha, Erica Kassman, Elizabeth Telefus, and Ria Pascual.

For additional information, please read the press release.