Washington, D.C. 20549



(Rule 14a-101)






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


Filed by the Registrant  o


Filed by a Party other than the Registrant  x


Check the appropriate box:


Preliminary Proxy Statement


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


Definitive Proxy Statement


Definitive Additional Materials


Soliciting Material under §240.14a-12


Callidus Software Inc.

(Name of Registrant as Specified In Its Charter)


SAP SE and subsidiaries

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):


No fee required.


Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



Title of each class of securities to which transaction applies:






Aggregate number of securities to which transaction applies:






Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):






Proposed maximum aggregate value of transaction:






Total fee paid:





Fee paid previously with preliminary materials.


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



Amount Previously Paid:






Form, Schedule or Registration Statement No.:






Filing Party:






Date Filed:






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


From: SAP Office of the CEO

DL: DL All SAP Employees WW (External)


Subject: Congratulations SAP


To all SAP colleagues worldwide


Dear TEAM,


Today we announced strong Q4 and full year 2017 results. We made big promises to the capital markets. Thanks to the trust of our customers, those promises have been kept.


Total revenue was 23.4 billion EUR (29B USD). Operating income was a record 6.8 billion EUR (8.4B USD). New cloud bookings surged 31%. Every single colleague plays a role in our company’s success. The innovators who build our market-leading software, the high achieving sales and services professionals, the dedicated maintenance and support colleagues, finance, operations, HR, strategy, marketing and communications. The BEST team, working tirelessly to achieve the right outcomes for our customers. These results belong to you, SAP. On behalf of the Executive Board, congratulations!


This is not today’s only headline. We also just announced our intent to acquire CallidusCloud, an outstanding, fast-growing cloud company. CallidusCloud solutions help customers build a new sales force to succeed in a new economy. Combined with SAP S/4HANA and SAP Hybris, this will significantly accelerate our ability to reinvent the front office for our customers. With CallidusCloud, SAP will have the most complete set of solutions for sales, marketing, service and commerce. While we still have more steps before the acquisition is final, we’re excited that we will soon be welcoming another talented team into the SAP family.


During today’s global all-hands we’ll have a chance to discuss our People Survey results for 2017. The numbers show that we have more engagement and trust in the company than ever. 77% of us participated in the survey, which returned scores of 85% in employee engagement, 89% alignment between strategy and daily work, and 81% trust in the Executive Board. Perhaps most significantly, 86% of us are excited about SAP’s future. Outstanding!


We should absolutely celebrate these exciting milestones. Let’s also keep our celebrations brief. In this first quarter, our priorities are clear. This is no time for complacency. It’s time to fight like underdogs! We need to double our focus on keeping loyal customers for life — build great software, deliver great service, tell a great story, build our great team, win the right way. In Davos, the interest in SAP was higher than ever. The world expects a lot from us. To meet those expectations, we must keep the urgency, bring the passion, fulfill our purpose. On today’s earnings call I will tell the capital markets that we will stay the market leader because we help the world run better and improve people’s lives. That is who we are. This is our opportunity to prove it.


We will deliver. We will win. The best is yet to come. The Best Run SAP!




Always in your corner,

Bill on behalf of the Executive Board




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 forwardlooking 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/.