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.

ILOG's board of directors has approved the transaction between the two companies and, subject to the receipt of a satisfactory fairness opinion regarding the financial terms of the offer, is expected to give a final recommendation prior to September 15, following which the offer should be filed with the French stock exchange authority (AMF).

IBM has received commitments from certain shareholders to tender their shares to the contemplated offer, which represent approximately 10% of ILOG's issued share capital.

The public tender offers will be conditional upon U.S. and EU antitrust clearances, and a 66.67% share capital and voting rights minimum tender acceptance condition (on a fully diluted basis). The offer in France will only be opened for acceptances once the AMF and the French Ministry of Economy have granted their respective clearances.

When completed, the acquisition of ILOG will strengthen IBM's BPM and SOA position by providing customers a full set of rule management tools for complete information and application lifecycle management across a comprehensive platform including IBM's leading WebSphere application development and management platform, according to ILOG.

"Companies across all industries are looking for technologies to help them manage their processes with more flexibility so they can keep up with changing business conditions," says Tom Rosamilia, GM, IBM WebSphere. "ILOG's software allows businesses to more effectively manage and automate the decision making process, giving companies an opportunity to react with incredible speed and accuracy. IBM has partnered with ILOG for more than a decade, and by adding ILOG's capabilities to IBM's software portfolio, this is a great combination to provide value to our clients."

Beyond end-user customers, ILOG has more than 500 original equipment manufacturer, solution integrator and independent software vendor partners today. IBM also has an extensive partner community, which will benefit from access to the ILOG technologies and extend ILOG's reach. In addition to a network of more than 30 specialized partners and 850 personnel, ILOG brings skills through a base of local and regional experts.

"We are very excited about this opportunity to join a world leader such as IBM, a long valued partner with shared core values," says Pierre Haren, ILOG chairman and CEO. "This combination will allow us to dramatically extend our market reach and realize the full potential of all of our technologies while protecting investments of ILOG's customers now and into the future."

Source: ILOG

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