SYBASE INC

election_required = True...100 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price prior to the Expiration Time and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guarantee Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 5:00 p.m., New York City time, on April 7...

expiry = 2008-04-07...g the associated rights issued under the Preferred Stock Rights Agreement) at a Purchase Price Not Greater Than $30.00 nor Less Than $28.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 7, 2008, UNLESS THE OFFER IS EXTENDED. Sybase, Inc., a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 10,000,000 shares of its common stock, par value $0.001 per share (the “common stock”), including the associa...

listed = True...the events described above will be final and binding on all persons participating in the Offer, subject to such Offer participant’s disputing such determination in a court of competent jurisdiction. 15 Table of Contents 8. Price Range of the Shares The shares are traded on the NYSE under the symbol “SY”. The following table sets forth, for each of the periods indicated, the high and low closing sales prices per share as reported by the NYSE, based on published financial sources. High Low Fiscal 2006: First Quarter $ 22.76 $ 20.89 Second Quarter 22.14 19.40 Third Quarter 24.77 19.60 Fourth Quarter 26.00 23.41 Fiscal...

mechanism = DUTCH...p to 10,000,000 shares of our common stock, par value $0.001 per share, including the Rights. See Section 1. What will the purchase price for the shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $28.00 to $30.00 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will...

mechanism = DUTCH...5 Shares of its Common Stock at $28.00 Per Share Dublin, Calif. — April 15, 2008 —Sybase, Inc. (NYSE:SY), the largest enterprise software and services company exclusively focused on managing and mobilizing information, today announced the final results of its modified “Dutch Auction” tender offer, which expired at 5:00 pm, Eastern Time, on Monday, April 7, 2008. Sybase has accepted for purchase 10,714,285 shares of common stock at a price of $28.00 per share, totaling approximately $300,000,000. These shares represent approximately 12% of the shares outstanding as of April 14, 2008. Based on the final count by the d...

must_tender_all = True...may elect to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares: • first, from all holders of “odd lots” of less than 100 shares who properly tender all of their shares at or below the purchase price we determine and do not properly withdraw them before the Expiration Time; • second, from all other stockholders who properly tender shares at or below the purchase price we determine, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied);...

price = USD 28.0-30.0...ified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $28.00 to $30.00 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest purchase price (in multiples of $0.25) that will allow us to...

threshold = 100...shares were tendered at prices at or below the purchase price. Odd Lots. The term “odd lots” means all shares properly tendered prior to the Expiration Time at prices at or below the purchase price selected by us and not properly withdrawn by any person (an “Odd Lot Holder”) who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any pr...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 f38766exv99wxayx1yxay.htm EXHIBIT (A)(1)(A) exv99wxayx1yxay Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by SYBASE, INC. of Up to 10,000,000 Shares of its Common Stock (including the associated rights issued under the Preferred Stock Rights Agreement) at a Purchase Price Not Greater Than $30.00 nor Less Than $28.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 7,...

txn_type = TENDER_OFFER...8.00 per share and not purchased due to proration will be returned promptly to shareholders. With completion of the tender offer, Sybase, Inc. now has approximately 78.8 million shares of common stock outstanding. The self-tender offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each dated March 10, 2008. The shares purchased comprise the 10,000,000 shares Sybase offered to purchase and an additional 714,285 shares pursuant to Sybase’s right to purchase additional shares so that Sybase would repurchase approximately $300,000,000 worth of its outstanding common stock in the tender offer...