From Germany, With Love

SAP to take a bigger investment in Commerce One

Pleasanton, CA and Walldorf, Germany  June 29, 2001  Commerce One and SAP AG today announced an expansion of their alliance in which SAP has agreed to make a substantial additional investment in Commerce One of up to $225 million. Following the investment, SAP will own approximately 20 percent of Commerce One outstanding common stock, including the Commerce One shares already owned by SAP.

"Our goal from the first day of our alliance with SAP has been to deliver solutions to enable collaborative commerce, helping companies do business with partners and customers anywhere, anytime across an open e-commerce platform," said Mark Hoffman, chairman and CEO of Commerce One. "SAP's additional investment in Commerce One is further testament to both the strength of our alliance and the strength of Commerce One's e-commerce capabilities."

"Commerce One provides critical e-commerce infrastructure for delivering truly open solutions that enable companies to extend their platform outside the enterprise to connect with customers, service providers and trading partners," said Hasso Plattner, co-chairman, CEO and cofounder of SAP AG. "We have accomplished our first-level goals with the market leadership of MarketSet, the joint solution from SAPMarkets and Commerce One for public and private exchanges. Our increased investment in Commerce One reflects our commitment to a continued partnership."

Under the terms of the agreement, SAP will receive certain registration rights and pro-rata rights to purchase additional shares of Commerce One common stock in the future, as well as the right to have a representative of SAP appointed to Commerce One's board of directors.

SAP has also agreed to certain limitations on its ability to transfer its shares of Commerce One common stock and on its ability to acquire more than 23 percent of Commerce One outstanding common stock or to attempt to acquire Commerce One in a transaction not approved by Commerce One's board of directors. The completion of SAP's investment in Commerce One is subject to customary closing conditions, including the receipt of all necessary regulatory approvals and the continuation of Commerce One's and SAP's strategic relationship. The investment is expected to close in July or August of this year.

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