EXHIBIT (d)(2)
AMENDMENT dated as of March 16, 2005 to AGREEMENT AND PLAN OF MERGER dated as of
February 28, 2005
AMONG:
(1) SAP AMERICA, INC., a Delaware corporation (PARENT)
(2) SAPPHIRE EXPANSION CORPORATION, a Delaware corporation and a wholly-owned
subsidiary of Parent (SUB), and
(3) RETEK INC., a Delaware corporation (the COMPANY).
WHEREAS:
(A) Parent, Sub and the Company have entered into an Agreement and Plan of
Merger dated as of February 28, 2005 (the ORIGINAL AGREEMENT); and
(B) the parties wish to amend certain terms of the Original Agreement as
hereinafter provided;
NOW, THEREFORE, the parties hereto agree as follows:
1. REFERENCES AND DEFINED TERMS
All references in the Original Agreement to "the Merger Agreement," "this
Agreement," "herein," "hereof," "hereby," or "hereunder" shall be deemed to
be references to the Original Agreement, as amended by this Amendment.
Notwithstanding anything to the contrary in this Paragraph 1, all
references in the Original Agreement to "the date of this Agreement" or
"the date hereof" shall be deemed to be references to February 28, 2005;
provided that the reference in Section 4.21 of the Original Agreement shall
be deemed to refer to the date of this Amendment. All terms used herein
that are defined in the Original Agreement have meanings set forth therein.
2. THE OFFER PRICE
The dollar amount set forth in Paragraph (B) of the Preamble of the
Original Agreement as the defined "Offer Price" is hereby amended to be
$11.00.
3. THE TERMINATION FEE
The dollar amount set forth in Section 7.6(b) of the Original Agreement as
the defined "Termination Fee" is hereby amended to be $25,000,000.
4. SECTION 4.12 OF THE COMPANY DISCLOSURE SCHEDULE
Annex 1 to this Amendment replaces Section 4.12 of the Company Disclosure
Schedule in its entirety.
5. ANNEX 1
The beginning of the third sentence in Annex 1 to the Original Agreement
is hereby amended by deleting the phrase "acceptance of such shares for
payment or the payment therefor," and replacing it with "expiration of the
Offer".
6. EFFECT
Except as hereby amended pursuant to Section 9.3 thereof, the Original
Agreement continues to be, and shall remain, in full force and effect in
accordance with its terms with no other modification or waiver. The General
Provisions set forth in Article 10 of the Original Agreement are
incorporated by reference as if set forth fully herein.
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SIGNATORIES
IN WITNESS WHEREOF, Parent, Sub and the Company have duly executed this
Agreement, all as of the date first written above.
SAP AMERICA, INC.,
By: /s/ Xxxx X. Xxxxxxxx
____________________________________
Xxxx X. Xxxxxxxx
Authorized Signatory
SAPPHIRE EXPANSION CORPORATION,
By: /s/ Xxxxx Xxxxxx
____________________________________
Xxxxx Xxxxxx
President
RETEK INC.,
By: /s/ Xxxxxx X. Xxxxxxx
____________________________________
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
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