SOURCE:
IBM
2008-07-28 01:00:00
IBM Announces Plans to Acquire ILOG
ARMONK, NY and PARIS–(EMWNews – July 28, 2008) – IBM (
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 EUR 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 EUR 215
million or approximately $US340 million on a fully diluted basis. This
price represents a premium of approximately 56 percent compared to ILOG’s
one month average of closing share prices prior to July 28, 2008, and a 37
percent 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 percent
of ILOG’s issued share capital.
The public tender offers will be conditional upon U.S. and EU antitrust
clearances and a 66.67 percent 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.
The full text of the Memorandum of Understanding (MOU) between the two
companies will be filed with the SEC today as an exhibit to ILOG’s Report
of Foreign Private Issuer on Form 6-K. A summary in French of the MOU can
be found on ILOG’s website (http://www.ilog.com).
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.
BPM allows companies to model, automate, monitor, and redesign business
processes, such as opening a bank account, documenting a medical record, or
customizing an insurance policy. It enables companies to improve customers’
service and increase efficiency, automation and accuracy. Using BPM,
companies can examine tasks within an organization — particularly
those done manually or involving significant document processing —
and apply BPM to automate or streamline them. Such processes are becoming
increasingly critical as business operations become more complex and
information volumes grow at phenomenal rates. Building on IBM’s existing
capabilities, ILOG will help customers manage change and complexity in
their business processes by providing powerful, yet easy-to-use business
tools.
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.
ILOG technology has the potential to add significant capability across
IBM’s entire software platform and bolster its existing rules management
offerings. This includes improved rules and business optimization
capabilities for Information Management offerings, better visualization for
Lotus products, enhanced optimization within Tivoli solutions, and
efficient supply chain management assets for planning and scheduling.
ILOG offers tools and technologies for business managers, analysts,
architects and developers to use as they analyze, plan, track and improve
business processes. Today, hundreds of large enterprises use ILOG
technologies to automate the allocation of 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.
“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,” said Tom Rosamilia, general manager, 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 over 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
successful network of more than 30 specialized partners and 850 personnel,
ILOG brings extensive skills through a wide 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. 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,” said Pierre Haren, ILOG Chairman & CEO.
ABOUT IBM
With more than 6,550 client engagements worldwide, IBM is a worldwide
leader in SOA and BPM. This leadership is further illustrated by a
community of greater than 120,000 architects and developers, more than 150
universities incorporating IBM’s SOA and BPM curricula, and more than 6,000
IBM Business Partners building SOA skills, solutions, and practices.
For more information on IBM visit: http://www.ibm.com/soa
ABOUT ILOG
ILOG delivers software and services that empower customers to make better
decisions faster and manage change and complexity. Over 2,500 corporations
and more than 465 leading software vendors rely on ILOG’s market-leading
business rule management systems (BRMS), supply chain applications as well
as its optimization and visualization software components, to achieve
dramatic returns on investment, create market-defining products and
services, and sharpen their competitive edge. ILOG was founded in 1987 and
employs more than 850 people worldwide. For more information, please visit
Additional Information
The offers are not being made nor will any tender of shares or warrants be
accepted from or on behalf of holders in any jurisdiction in which the
making of the offers or the acceptance of any tender of shares or warrants
therein would not be made in compliance with laws of such jurisdiction.
This press release contains forward-looking statements. These statements
are not guarantees of future performance and are subject to inherent risks
and uncertainties including with respect to the factors that may affect the
completion of the acquisition. Forward-looking statements may be
identified by the fact that they do not relate strictly to historical or
current facts and include, without limitation, words such as “may,” “will,”
“expects,” “believes,” “anticipates,” “plans,” “intends,” “estimates,”
“projects,” “forecasts,” “seeks,” “could,” “should,” or the negative of
such terms, and other variations on such terms or comparable terminology.
Forward-looking statements include, but are not limited to, statements
about the expected future business of ILOG resulting from and following the
offers and the successful completion of the transaction. These statements
reflect IBM’s and ILOG’s managements’ current expectations, based upon
information currently available to them and are subject to various
assumptions, as well as risks and uncertainties that may be outside of
their control. Actual results could differ materially from those expressed
or implied in such forward-looking statements. Any such forward-looking
statements speak only as of the date on which they are made and IBM and
ILOG shall be under no obligation to (and expressly disclaims any such
obligation to) update or alter such forward-looking statements whether as a
result of a new information, future events or otherwise, except to the
extent legally required.
The tender offers, which have not yet commenced, will be made for the
outstanding shares and warrants of ILOG. This press release is for
informational purposes only and is not an offer to buy or the solicitation
of an offer to sell any ILOG shares or warrants. The solicitation and the
offer to buy the shares and warrants of ILOG will be made only pursuant to
an offer to purchase and related materials that IBM and its subsidiary
intend to file with the AMF (in particular the Note d’Information) and the
SEC (on Schedule TO). ILOG also intends to file with the AMF a Note en
Réponse and with the SEC a solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer.
ILOG shareholders and warrant holders and other investors should read
carefully the Tender Offer Statement on Schedule TO and the Note
d’Information to be filed by IBM and the Schedule 14D-9 and the Note en
Réponse to be filed by ILOG because these documents will contain important
information, including the terms and conditions of the tender offer. ILOG
shareholders and warrant holders and other investors will be able to obtain
copies of these tender offer materials and any other documents filed with
the AMF from the AMF’s website (http://www.amf-france.org) or with the SEC
from the SEC’s website (http://www.sec.gov), in both cases without charge.
Such materials filed by IBM and ILOG will also be available for free at
IBM’s web site (http://www.ibm.com), and at ILOG’s web site
(http://www.ilog.com), respectively.
ILOG shareholders and warrant holders and other investors are urged to read
carefully all tender offer materials prior to making any decisions with
respect to the tender offers.
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