IBM to Acquire Cognos to Accelerate Information on Demand Business Initiative



    ARMONK, N.Y. & OTTAWA, ONTARIO, November 12 /CNW/ - IBM (NYSE:   IBM) and
Cognos(R) (NASDAQ:   COGN) (TSX: CSN) today announced that the two companies
have entered into a definitive agreement for IBM to acquire Cognos, a
publicly-held company based in Ottawa, Ontario, Canada, in an all-cash
transaction at a price of approximately $5 billion USD or $58 USD per share,
with a net transaction value of $4.9 billion USD. The acquisition is subject
to Cognos shareholder approval, regulatory approvals and other customary
closing conditions. It is expected to close in the first quarter of 2008.

    The acquisition of Cognos supports IBM's Information on Demand strategy,
a cross-company initiative announced on February 16, 2006 that combines IBM's
strength in information integration, content and data management and business
consulting services to unlock the business value of information. Integrating
Cognos, the 23rd IBM acquisition in support of its Information on Demand
strategy, will enable new business insights to be delivered to a broader set
of people across an organization, beyond the traditional users of business
intelligence.

    IBM said the acquisition fits squarely within both its acquisition
strategy and capital allocation model, and that it will contribute to the
achievement of the company's objective for earnings-per-share growth through
2010.

    "Customers are demanding complete solutions, not piece parts, to enable
real-time decision making," said Steve Mills, senior vice president and group
executive, IBM Software Group. "IBM has been providing Business Intelligence
solutions for decades. Our broad set of capabilities - from data warehousing
to information integration and analytics - together with Cognos, position us
well for the changing Business Intelligence and Performance Management
industry. We chose Cognos because of its industry-leading technology that is
based on open standards, which complements IBM's Service Oriented Architecture
strategy."

    Together, IBM and Cognos will become the leading provider of technology
and services for Business Intelligence (BI) and Performance Management,
delivering the industry's most complete, open standards-based platform with
the broadest range of expertise to help companies expand the value of their
information, optimize their business processes and maximize performance across
their enterprises.

    The acquisition of Cognos accelerates IBM's global Information on Demand
initiative to unlock the business value of information for our customers. IBM
will provide broader reach for Cognos solutions across multiple industries and
geographies with a more complete set of offerings, including consulting
services, hardware, and other middleware software.

    Cognos provides the only complete BI and performance management platform,
fully integrated on an open-standards-based service oriented architecture
(SOA), and has a strong history of supporting heterogeneous application
environments, consistent with IBM's approach. With Cognos, customers can turn
data into actionable insight for coordinated, information-driven
decision-making to improve overall performance. Cognos will also extend IBM's
reach further into the CFO office with powerful financial planning and
consolidation capabilities.

    "This is an exciting combination for our customers, partners, and
employees. It provides us with the ability to expand our vision as the leading
BI and Performance Management provider," said Rob Ashe, president and chief
executive officer, Cognos. "IBM is a perfect complement to our strategy, with
minimal overlap in products, a broad range of technology synergies, and the
resources, reach, and world-class services to accelerate this vision.
Furthermore, this combination allows Cognos customers to leverage a broader
set of solutions from IBM to advance their information management driven
initiatives."

    Together, IBM and Cognos will expand IBM's ability to provide customers
with the right information they need when they need it, to optimize
operational performance, and to quickly respond to changing market demands.
The combination of IBM's information management technology and Cognos will
also help organizations discover new ways to use trusted information spread
across their enterprises to identify new business opportunities and
significantly reduce the expense and time required to address
industry-specific business challenges.

    Following completion of the acquisition, IBM intends to integrate Cognos
as a group within IBM's Information Management Software division, focused on
Business Intelligence and Performance Management. IBM also will appoint
current Cognos President and CEO, Rob Ashe, to lead the group, reporting
directly to General Manager, Ambuj Goyal.

    Cognos has approximately 4,000 employees worldwide and serves more than
25,000 customers. IBM and Cognos have partnered for more than 15 years, with
extensive technical integrations and eight pre-integrated joint solutions
already supporting many joint customers, such as New York City Police
Department, Blue Cross and Blue Shield of Tennessee, Canadian Tire, MetLife,
and Bayer UK.

    Other strategic acquisitions in support of IBM's Information on Demand
initiative include Princeton Softech (data archiving and compliance), FileNet
(enterprise content management), Ascential Software (information integration),
DataMirror (changed data capture), SRD (entity analytics), Trigo (product
information management), DWL (customer information management) and Alphablox
(analytics).

    More information on IBM's acquisition of Cognos is available on IBM's
investor Web site at:
http://www.ibm.com/investor/viewpoint/ircorner/2007/07-11-12-1.phtml.

    About IBM

    For more information about IBM's Information on Demand strategy, go to:
http://www.ibm.com/software/data/information-on-demand/. Additional details
about the combination of IBM and Cognos are available at:
http://www.ibm.com/software/data/info/cognos

    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 shareholders representing two thirds of the
shares cast. 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, will be filed with the Canadian provincial securities regulatory
authorities and with the U.S. Securities and Exchange Commission and will be
available at www.sedar.com and at www.sec.gov.

    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'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: IBM Media Relations: Chris Andrews,
914-766-1195 candrews@us.ibm.com or Investor Relations: Kory Liss,
914-499-4095 kory@us.ibm.com or 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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