Press release
ARMONK, NY and PARIS - 14 Oct 2008: IBM (NYSE: IBM) today announced the commencement of cash tender offers in France and the United States, by CITLOI S.A.S., a wholly-owned subsidiary of IBM, for all outstanding shares (including shares represented by American Depository Shares ("ADSs")) and warrants of ILOG (NASDAQ: ILOG), (PARIS: ILO).
The cash tender offer price for the shares is EUR 10 per ordinary share and the price for the ADSs is the U.S. dollar equivalent of EUR 10, based on the Euro/U.S. dollar exchange rate as of the settlement of the tender offers(1). The French offer is currently expected to close on November 17, 2008 and the U.S. offer is currently expected to expire at 12:00 noon EST, on November 17, 2008.
The proposed acquisition, announced on July 28, 2008, has been cleared per the Hart-Scott-Rodino Antitrust Improvement Act requirements by the US antitrust authorities and has been authorized by the French Minister of Economy. The offers are subject to the authorization of the European antitrust authorities and to the condition that, following the expiration of the offers, CITLOI will have acquired the right to hold shares (including ADSs) and warrants representing at least 66.67 percent of ILOG's share capital and voting rights (on a fully-diluted basis).
The board of directors of ILOG has unanimously approved the offers. Also, as previously announced, IBM has received commitments from certain ILOG shareholders to tender their shares in the offers. These commitments together represent approximately 10 percent of ILOG's issued share capital. The Board of Directors of INRIA has ratified the undertaking of INRIA to tender its shares.
ILOG technologies will add significant capability across IBM's entire software platform. In addition to bolstering IBM's existing rules management offerings, ILOG products are expected to extend IBM into new markets through powerful yet easy-to-use tools in business rules, optimization, visualization, and supply chain management. ILOG products will help customers improve the management of business decisions.
ILOG offers tools and technologies for business managers, analysts, architects, developers and operations research professionals to use as they analyze, plan, track and improve business processes. Today, hundreds of large enterprises use ILOG technologies to automate decisions, allocate scarce resources and to build smart interfaces into their business processes. Additionally, scientists and mathematicians from hundreds of universities use ILOG products for advanced research, design, and analysis.
For example, a business rule might be applied to elevate a premier customer to the front of a phone queue as part of a customer service process. ILOG's Business Rule Management System provides users with tools that allow greater control over the criteria that determine how and when to route those premier customers. As such, businesses can accelerate the process of initiating policy changes that may be driven by market trends or competitive activity to ensure customer satisfaction is maintained.
If completed, the acquisition of ILOG will improve IBM's BPM and SOA position by providing customers a full set of rule management tools for information and application lifecycle management across a comprehensive platform including IBM's leading WebSphere application development and management platform.
(1) The cash tender offer prices for the warrants are EUR 0.50 per 2003 n°1 warrants, 2003 n°2 warrants and 2005 warrants; EUR 0.65 per 2004 warrants; EUR 0.83 per 2006 warrants and EUR 1.93 per 2007 warrants.
