Cognos Announces Issuance of Advance Ruling Certificate by Canadian Competition Bureau in Connection with Acquisition by IBM



    OTTAWA, December 20 /CNW/ - Cognos(R) (NASDAQ:   COGN) (TSX: CSN) today
announced that the Commissioner of Competition under the Competition Act
(Canada) has issued an advance ruling certificate in respect of the proposed
all cash acquisition of Cognos by IBM at a price of US$58.00 per share by way
of plan of arrangement. The receipt of this advance ruling certificate
constitutes compliance with the pre-merger notification requirements under the
Competition Act (Canada).

    As announced on December 4, 2007, the Federal Trade Commission (FTC) and
the Antitrust Division of the United States Department of Justice previously
granted early termination of the mandatory waiting period under the
Hart-Scott-Rodino Act (HSR) in connection with the proposed acquisition. The
transaction remains subject to the receipt of Cognos shareholder approval,
court approval of the plan of arrangement, and certain other regulatory
approvals and clearances, including approval by the Minister of Industry under
the Investment Canada Act, as well as other customary closing conditions. It
is expected that the closing of the arrangement will occur during the first
calendar quarter of 2008.

    A special meeting of Cognos shareholders to approve the transaction is
scheduled to be held on January 14, 2007 in Ottawa. Meeting materials,
including a Notice of Special Meeting and Management Proxy Circular, have been
mailed to all shareholders and are available at www.sedar.com and at
www.sec.gov.

    About Cognos

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

    Cautionary Statement Regarding Forward-Looking Statements

    Certain statements in this communication regarding the proposed
transaction between IBM and Cognos, the expected timetable for completing the
transaction, benefits and synergies of the transaction, future opportunities
for the combined company and products and any other statements regarding IBM
and Cognos' 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 clearances 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' 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' 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 disclaim any obligation to publicly update or revise any such
statements in this communication to reflect any change in its expectations or
in events, conditions, or circumstances on which any such information may be
based. 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 has furnished relevant materials to the SEC, including
Cognos' proxy circular. SHAREHOLDERS OF COGNOS ARE URGED TO READ ALL RELEVANT
DOCUMENTS FURNISHED TO THE SEC, INCLUDING COGNOS' PROXY CIRCULAR, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders are able to obtain the documents free of charge at the
SEC's web site, http://www.sec.gov. Cognos shareholders may obtain copies of
this information free of charge by contacting Cognos' proxy solicitation
agent, Georgeson, toll-free at 1-888-605-8414.

    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' 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.




For further information:

For further information: Cognos Investor Relations: John Lawlor,
613-738-3503 john.lawlor@cognos.com or Media Contact: Carrie Bendzsa,
613-738-1440 carrie.bendzsa@cognos.com

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