Armonk, N.Y. and Paris — IBM and ILOG have signed an agreement regarding a proposed acquisition by IBM of ILOG to be implemented by way of concurrent cash public tender offers in both France and the United States. Through this proposed transaction, IBM will combine its business process management (BPM), business optimization and service-oriented architecture (SOA) technologies with ILOG's Business Rules Management Systems software. This will enable IBM to help clients deliver critical business information in real time, allowing them to make better business decisions faster.

The cash tender offer will be at a price of €10 per ordinary share and the U.S. dollar equivalent per American Depositary Share (ADS) based on the Euro/U.S. dollar exchange rate as of the settlement of the tender offers, amounting to an aggregate purchase price of approximately €215 million or approximately .S. 340 million on a fully diluted basis. This price represents a premium of approximately 56% compared to ILOG's one-month average of closing share prices prior to July 28, 2008, and a 37% premium to the closing price of Friday, July 25.

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