Cognos Announces Early Termination of HSR Waiting Period in Connection With Acquisition by IBM



    OTTAWA, December 4 /CNW/ - Cognos(R) (NASDAQ:   COGN) (TSX: CSN), today
announced that the Federal Trade Commission (FTC) and the Antitrust Division
of the United States Department of Justice have granted early termination of
the mandatory waiting period under the Hart-Scott-Rodino Act (HSR) in
connection with the proposed all cash acquisition of Cognos by IBM at a price
of $58.00 per share. The transaction remains subject to the receipt of Cognos
shareholder approval, court approval, other regulatory clearances, and other
customary closing conditions.

    About Cognos

    For more information, visit the Cognos Web site at:
http://www.cognos.com/

    Information About the Transaction

    The transaction will be completed through a plan of arrangement, which
will require the approval of Cognos shareholders representing two thirds of
the shares cast. Cognos Shareholders will be asked to vote on the transaction
at a special meeting, the details of which will be announced in due course.
The transaction has been unanimously approved by the board of directors of
Cognos following delivery of a fairness opinion, which will be included in a
proxy circular to be prepared and mailed to Cognos shareholders over the
coming weeks providing shareholders with important information about the
transaction. A material change report, which provides more details on the
transaction, was filed with the Canadian provincial securities regulatory
authorities and is available at www.sedar.com and a Form 6-K, which provides
more details on the transaction, was furnished to the U.S. Securities and
Exchange Commission and is available at www.sec.gov.

    Cautionary Statement Regarding Forward-Looking Statements

    Certain statements in this communication regarding the proposed
transaction between IBM and Cognos and any other statements regarding Cognos's
future expectations, beliefs, goals or prospects constitute forward-looking
statements made within the meaning of Section 21E of the Securities Exchange
Act of 1934 and forward-looking information within the meaning of Section
138.4(9) of the Ontario Securities Act (collectively, forward-looking
statements). Any statements that are not statements of historical fact
(including statements containing the words "believes," "plans," "anticipates,"
"expects," "estimates" and similar expressions) should also be considered
forward-looking statements. A number of important factors could cause actual
results or events to differ materially from those indicated by such
forward-looking statements, including the parties' ability to consummate the
transaction; the conditions to the completion of the transaction, including
the receipt of shareholder approval, court approval or the regulatory
approvals required for the transaction may not be obtained on the terms
expected or on the anticipated schedule; the parties' ability to meet
expectations regarding the timing, completion and accounting and tax
treatments of the transaction; the possibility that the parties may be unable
to achieve expected synergies and operating efficiencies in the arrangement
within the expected time-frames or at all and to successfully integrate
Cognos's operations into those of IBM; such integration may be more difficult,
time-consuming or costly than expected; operating costs, customer loss and
business disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or suppliers) may
be greater than expected following the transaction; the retention of certain
key employees of Cognos may be difficult; IBM and Cognos are subject to
intense competition and increased competition is expected in the future;
fluctuations in foreign currencies could result in transaction losses and
increased expenses; the volatility of the international marketplace; and the
other factors described in IBM's Annual Report on Form 10-K for the fiscal
year ended December 31, 2006 and in its most recent quarterly report filed
with the SEC, and Cognos's Annual Report on Form 10-K for the fiscal year
ended February 28, 2007 and in its most recent quarterly report filed with the
SEC. IBM and Cognos assume no obligation to update the information in this
communication, except as otherwise required by law. Readers are cautioned not
to place undue reliance on these forward-looking statements that speak only as
of the date hereof.

    Additional Information and Where to Find It

    This communication may be deemed to be solicitation material in respect
of the proposed acquisition of Cognos by IBM. In connection with the proposed
acquisition, Cognos intends to file relevant materials with the SEC, including
Cognos's proxy circular. SHAREHOLDERS OF COGNOS ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING COGNOS'S PROXY CIRCULAR, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders will be able to obtain the documents free of charge at
the SEC's web site, http://www.sec.gov, and Cognos shareholders will receive
information at an appropriate time on how to obtain transaction-related
documents for free from Cognos. Such documents are not currently available.

    Participants in Solicitation

    IBM and its directors and executive officers, and Cognos and its
directors and executive officers, may be deemed to be participants in the
solicitation of proxies from the holders of Cognos common shares in respect of
the proposed transaction. Information about the directors and executive
officers of IBM is set forth in the proxy statement for IBM's 2007 Annual
Meeting of Stockholders, which was filed with the SEC on April 2, 2007.
Information about the directors and executive officers of Cognos is set forth
in the proxy statement for Cognos's 2007 Annual and Special Meeting of
Shareholders, which was filed with the SEC on May 24, 2007. Investors may
obtain additional information regarding the interest of such participants by
reading the proxy circular regarding the acquisition when it becomes
available.




For further information:

For further information: Cognos Public Relations Steve Milmore,
781-313-2403 steve.milmore@cognos.com or Investor Relations John Lawlor,
613-738-3503 john.lawlor@cognos.com

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