This is a large acquisition for SAP (SAP) and one that will give it quite a bit more fire power in its battles with nemesis Oracle (ORCL). As Forrester Research’s (FORR) Paul Hamerman told Bloomberg earlier today, “The deal makes sense because SAP is betting heavily on in-memory computing and mobile applications as the future of computing and Sybase brings to the table a capability for high-speed in-memory databases and a mobile application platform.”

Here’s the announcement:

SAP to Acquire Sybase

Strategic Move to Accelerate the Reach of SAP® Solutions across Mobile Platforms,

Help Companies Manage and Analyze Business Information and Processes on Any Device

WALLDORF, Germany and Dublin, California, USA — May 12, 2010 — SAP (NYSE: SAP) and Sybase, Inc., Dublin, California (USA) (NYSE: SY) today announced that SAP’s subsidiary, SAP America, Inc., has signed a definitive merger agreement to acquire Sybase, Inc., in a transaction that will bring the two information technology (IT) leaders together to enable companies to become better-run “unwired enterprises.” As a result of this transaction, customers will be able to better harness today’s explosion of data and deliver information and insight in real time to business consumers wherever they work so they can make faster, more informed decisions. Companies will benefit from greater productivity, speed and agility to help their businesses grow. Under the terms and conditions of the merger agreement, SAP America, Inc., will make an all cash tender offer for all of the outstanding shares of Sybase common stock at $65.00 per share, representing an enterprise value of approximately $5.8 billion.

The per share purchase price represents a 44% premium over the three-month average stock price of Sybase. The transaction will be funded from SAP’s cash on hand and a €2.75 billion loan facility arranged and underwritten by Barclays Capital and Deutsche Bank.

The Sybase board of directors has unanimously approved the transaction. The closing of the tender offer is conditioned on the tender of a majority of the outstanding shares of Sybase’s common stock on a fully diluted basis and clearance by the relevant antitrust authorities.

SAP and Sybase to Benefit from Synergies

Both SAP and Sybase will benefit from synergies across product lines and markets. SAP will accelerate the reach of its solutions across mobile platforms and drive forward the realization of its in-memory computing vision. This will drive higher user adoption of SAP software and unlock significant business value out of existing customer investments. In addition, Sybase’s innovative mobile platform can connect all applications and data (SAP and non-SAP) and enable them on mobile devices. SAP, Sybase and their customers will be able to tap into Sybase’s messaging network to reach 4 billion mobile subscribers through 850+ operator relationships worldwide and engage their consumers via alerts, transactions and promotions on their mobile devices.

For Sybase, SAP in-memory technology will provide the opportunity for dramatic performance improvements to its analytic processing capabilities. Sybase will also be able to bring its complex event processing and analytics expertise, which was built in the financial sector, to customers in other industries, markets and product areas in which SAP has a complementary, strong presence. Finally, Sybase’s core database business will be enhanced by SAP in-memory technology to deliver integrated transactional and analytical capabilities. At the same time, SAP reinforced its dedication to customer choice by stating that it will continue its commitment to supporting leading database vendors.

The synergies between the two companies will also expand opportunities for the SAP and Sybase ecosystems. Software and implementation partners can capture new opportunities by innovating on Sybase’s market-leading mobile platform, which will make it easier to create, deliver and securely manage mobile enterprise applications across major device types.

SAP and Sybase Stronger Together

“With this transaction, SAP will dramatically expand its addressable market by making available its market-leading solutions to hundreds of millions of mobile users, combining the world’s best business software with the world’s most powerful mobile infrastructure platform,” said Bill McDermott, co-CEO of SAP and member of the SAP Executive Board. “This is a game-changing transaction for SAP and Sybase customers, who will be better able to connect their employees with key functionality and information from anywhere and make it easier for companies to make faster, more informed business decisions in real time. With SAP’s customer-centric approach, we are resolute in our commitment to support Sybase customers to be best-run businesses.”

SAP said it will continue to support each organization’s product road map while enhancing products to help customers derive additional value from existing investments. It also stated that both companies’ development organizations would remain intact, with the opportunity to cross-collaborate to increase innovation for customers.

Headquartered in Dublin, California, Sybase delivers a range of solutions to ensure that customer information is securely managed and mobilized to the point of action, including enterprise and mobile databases, middleware, synchronization, encryption and device management software, and mobile messaging services.

“Mobile devices are becoming the preferred interaction point with business applications, whether the user is a factory supervisor, a retail manager or an entrepreneur in a developing nation,” said Jim Hagemann Snabe, co-CEO of SAP and member of the SAP Executive Board. “The combination of SAP and Sybase will give users the option of running their operations from leading mobile devices and will unleash the full power of mobility, including messaging interoperability, content delivery and mobile commerce services, across all companies and roles and in any location. In addition, innovation around Sybase’s established database business will pave the way for ‘real’ real-time analytics and finally remove the decade-old barrier between business applications and business intelligence.”

Sybase to Operate Stand-Alone

The two companies announced that Sybase will operate as a standalone unit under the name “Sybase, an SAP Company.” Sybase’s management team will continue to run the business. The SAP Executive Board plans to propose to the Supervisory Board to appoint the Chairman and CEO of Sybase to SAP’s Executive Board.

“This transaction better positions SAP and Sybase to bring remarkable benefits of mobility and real-time information to our customers’ existing technology investments,” said Vishal Sikka, Chief Technology Officer and member of the SAP executive board in charge of Technology and Innovation. “SAP’s in-memory computing technology is already revolutionizing business analytics and will bring a paradigm shift to enterprise data management for all applications. The in-memory team within SAP will continue its current mission to innovate in-memory technology and these innovations will enable both SAP and Sybase to bring unprecedented value to their customers.”

“This combination is a transformative event in the software industry,” said John Chen, CEO of Sybase, Inc. “SAP’s in-memory technology in combination with Sybase’s database technology will revolutionize how transactional and analytic applications are built, benefiting all businesses. Further, by combining the market leader in enterprise applications with the market leader in enterprise mobility, companies around the world will be able to run their business from many devices. This will drive a new wave of enterprise productivity. The combined SAP/Sybase will be able to provide a software offering that enables companies to transform their businesses in an increasingly data-, consumer- and mobile-centric world.”

Transaction Expected to Be Accretive to SAP’s Earnings per Share on a non-IFRS Basis in 2010 and Beyond

The transaction is expected to close during the third quarter of 2010 and will be immediately accretive to SAP’s earnings per share on a non-IFRS adjusted basis. SAP expects the combination to deliver synergies through both revenue enhancement and the realization of cost efficiencies. Additional details regarding specific product, go-to-market and other integration details will be provided after the transaction is complete.

Tender Offer Details and Disclosure Information

SAP America’s wholly owned subsidiary, Sheffield Acquisition Corp.will promptly commence a tender offer under US securities law for all outstanding shares of Sybase common stock.

The completion of the tender offer and acceptance of Sybase’s shares is conditioned on the tender of a majority of the outstanding shares of Sybase’s common stock on a fully diluted basis and the satisfaction of regulatory and other customary conditions. Approval of the transaction by SAP’s stockholders is not required and the transaction is not subject to a financing condition.

Financial Analyst and Media Conference Call

SAP and Sybase senior management will host two conference calls for financial analysts and media to discuss the transaction:

On Wednesday, May 12th, at 11:30 pm CET / 5:30 pm Eastern (Dial in numbers: +49 6958 999 0797 (Germany), +44 20 8515 2302 (UK), +1 480 629-9692 (US), Conference ID: 4301600; Replay numbers: +44 20 7154 2833 (UK), +1 303 590-3030 (US), Access code: 4301600)

On Thursday, May 13th at 8:00 am CET / 2:00 am Eastern (Dial in numbers: +49 69 58 999 0797 (Germany), +44 20 8515 2302 (UK), +1 480 629-9692 (US), Conference ID: 4301586; Replay numbers: +44 20 7154 2833 (UK), +1 303 590-3030 (US), Access code: 4301586)

The calls will be webcast at www.sap.com/investor.

According to NPD Group’s latest Mobile Phone Track study, price cuts on devices like Apple’s (AAPL) iPhone and RIM’s (RIMM) Blackberry Curve inspired a three percent decline in the average price for all cellphones in the third quarter of 2009. The overall average purchase price for mobile phones in the U.S. for the period: $85. A year ago it was $88.

An interesting trend given the fast-advancing feature sets and presumably high development costs of the new state-of-the-art smartphones we’re carrying around these days. For while these lower prices mean more sales for smartphone manufacturers and more subscribers for their carrier partners in the short term, they may well be undermining the smartphone’s price potential in the long term. It’s hard not to see the $299.99 Palm (PALM) Pixi for $24.99 on Amazon (AMZN) or the $499.99 Droid Eris for $49.99 on Overstock (OSTK) as having some deflationary impact once those retailers are done with them.

“That impact will continue,” NPD analyst Ross Rubin told me. “The iPhone 3G at $99 has created a benchmark that competitors are responding to with handsets such as the Droid Eris and Palm. Even where a handset is competing closer to the $200 mark, carriers and retailers are using buy-one-get-one promotions (that help lock in family plans). And retailers are discounting even value-priced smartphones further to drive store traffic and accessory sales.”

Rubin’s conclusion: “We will soon reach the point where the handset is a minor expense consideration and the required monthly data fees become the limiting factor in smartphone adoption.”

So this one doesn’t even faze me: Swedish regulators are looking into insider trading charges at Global Gaming Factory X, which saw shares jump several days before it said it would buy The Pirate Bay.

From Wired (via PaidContent):

AktieTorget, a Swedish exchange listing some 116 public companies, suspended trading in Global Gaming a week before the announcement as trading volume and share prices jumped without public news to account for it.

“There are reasons to suspect that information was leaked,” said Peter Gönczi, executive vice president at AktieTorget.

Before the sale, average daily volume in Global Gaming was about 162,000 shares. From June 5 to June 18, there was little trading in the stock with an average price of about 9 cents. On June 22, shares nearly doubled to 18 cents with 1.2 million shares sold before trading was halted.

Trading resumed Tuesday, the day of the announced purchase, and shares closed at a high of 38 cents, with a heavy volume of 5.8 million shares traded. Trading closed at 25 cents Wednesday, down 13 cents, and the volume was nearly 7 million shares traded.

But I have a question: Why would anyone think that Global Gaming Factory X shares would be worth more once this news got out?

The company’s announced plan–to sell legal downloads to users who flock to the site for free downloads and to somehow resell bandwidth its users generate to the likes of Comcast (CMCSA) and AT&T (T)–is a nonstarter. If anything, you’d expect insiders to be dumping whatever shares they owned in advance of the news, right?

I’m going to go out on a limb and assume that Swedish penny stocks are like U.S. penny stocks–murky caveat-emptor things that widows and orphans want to avoid. So it’s hard to get too worked up about this or try to puzzle it out. Still, if anyone wants to explain it to me, I’m all ears.