IBM to Buy Cognos in $4.9 Billion Deal

November 12, 2007 Monday

IBM said Monday it would acquire Cognos, a maker of business-intelligence software, in an all-cash deal it valued at about $4.9 billion. Cognos is based in Canada, Its rival, Business Objects, agreed to be bought by SAP last month.

At $58 per share, IBM’s offer is 9.5 percent higher than Cognos’s closing share price Friday. That is not a particularly fat premium, but Cognos’s stock has already risen sharply amid rampant speculation that buyers were circling.

Earlier this year, Oracle agreed to buy Hyperion Solutions. Then in October, SAP swooped in on Business Objects, leaving Cognos as the only large, independent vendor of business-intelligence software, which companies use to analyze their operations. Analysts generally assumed that Cognos would not stay independent for long.



Monday’s deal between IBM and Cognos was a friendly one, but it is still subject to shareholder approval. IBM said it expects the transaction to close in the first quarter of 2008.

http://dealbook.blogs.nytimes.com/2007/11/12/ibm-to-buy-cognos-in-5-billion-deal/#more-18832

IBM to Acquire Cognos to Accelerate Information on Demand Business Initiative (Press Release)

ARMONK, N.Y. & OTTAWA, Ontario - 12 Nov 2007: IBM (NYSE: IBM) and Cognos® (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.




Contact(s) information
Chris Andrews
IBM Media Relations
914-766-1195
candrews@us.ibm.com
Kory Liss
IBM Investor Relations
914-499-4095
kory@us.ibm.com

Steve Milmore
Cognos Media Relations
781-313-2403
steve.milmore@cognos.com
John Lawlor
Cognos Investor Relations
613-738-3503
john.lawlor@cognos.com

http://www-03.ibm.com/press/us/en/pressrelease/22572.wss

Buyout deals by PE firms in India

Mint August 28, 2007 page 18

Puchase of 50.1% + 20% open offer can be counted as the 10th buyout deal by PE firms in India.

The article quotes ICICI Venture Funds Management Co.'s buyout of Tata Infomedia, Actis Capital Llp's buyout of ICI India Ltd.s nitrocellulose manufacturing unit. The article mentioned that ACTis did 3 more deals. ICICI Venture went on to do first successful LBO deal, ACE Refractories Ltd. in 2005, which was sold this month for Rs.550 cr against an investment of Rs. 100 cr. Blackstone backed a management buyout of Mumbai based Intelenet Global Services Pvt. Ltd.


Banks which lend to LBO investors abroad are not yet comfortable doing the same in India.

author: Snigdha Sengupta, Mints resident expert on PE and VC. Comments and questions are welcome at venturematters@livemint.com

Acquisition and Divestment of a Different Type

Mumbai based IT company GTL has enterred into an agreement with ICICI Bank and Spanco Telesystems to lease out its BPO assets for 25 years for Rs 253 croes. GTL has two BPO facilties with a combined capacity of 1500 seats and 1.5 lakh sq ft area. As it is a lease agreement, GTL will keep its real estate and also will continue to provide instrastructure management, telecom services, facilities management and offer other professional services to these BPOs.

NTN(MA) 22 May 2007

The Economic Times

22 May 2007

page 1

Sun phrama buys Taro for $454 million. Sun will pay $230 million to Taro shareholders and assume about $234 million of debt, whihc it will refinance at cheaper interest rates.

Last year, Dr Reddy;'s had bought out Germany's Betapham for $565 million in the largest overseas acquisition of a pharma company.

US based investment banking firm Greenhill & co, advised Sun pharma on the deal.

Page 8
Goldman Sachs group Inc teamed up with TPG Inc to buy Alltel Corp for about $24.7 billion in the largest leveraged buyout of a telecommunications company.

Hologic to take over Cytyc for $6.2 billion. Hologic said the deal would make it one of the largest companies in the world focused on advanced technology in women's health.

Sabic Basic Industries, based in Riyadh, Saudi Arabia, the world's biggest chemical company by market value, agreed to buy General Electric's plastics unit for $11.6 billion.

Terra firma to buy EMI for $4.7 billion.

Merrill to acquire stake in Goodman's GSO Hedge Fund. GSO Capital manages $8 billion and employs 115 people in New York, London, Houston and Los Angeles.

page 10
Sun Prama's found its shine in Taro acquisition. The valuation is at 1.5 times Taro's sales.Sun will fund the deal from proceeds of its foreign currency convertible bonds and internal acrruals.

Page 14
Sun Pharam to provide $45 m interim equity financing to Taro. the Israeli firm had begun takeover talks two months bnack following protracted losses and a deepening liquidity crunch. It had solicited offers from more than 20 potential bidders.

The deal however faces a challenge from minority shareholders. Franklin Advisers Inc. and Templeton Assets Management Ltd., whihc together own 9% of Taro, have filed a case in Tel Aviv seeking to prevent any transaction by Taro that could hurt minority shareholders.

Taro intends to contest the case vigorously as sun Pharma and Taro believe that the proceedings initiated by FRanklin and Templeton are without merit.

Kalpataru Power Transmission (KPTL) has acquired a 65% equity stake in Shree Shuham Logistics (SSL), a company engaged in warehousing activities in Rajastan

Page 20
Stanchart calls off bank of Bahrain deal. Stanchart had signed a nonbinding agreement with BBK in June 2005. They received an inprinciple approval from RBI. The bank signed a final agreement on February 28, 2006 and had approached the regulator. However, the central bank said that it would allow Stanchart to only takeover the busines and not the licences.

Mint 22 May 2007

Page 4
Sunphara to acquire Israel's Taro for $454 Mn

Page 5
UB Group begins integration exercise. UB has shifted two of its key officials Alok gupta and Ashok roy to Glasgow.Roy will be in charge of W&M's finances, while Gupta will look after marketing and brand operations United Spirits Great Britain Ltd., a 100% subsidiairy of United Spirits Ldt, acquired W&M in a leveraged buyout for which ICICI Bank and Citibank funded 635 million pound.

News to be Noted-NTN-DaimlerChrysler sells stake in Chrysler

Source Mint, 15th May 2007, page 18 and

http://www.livemint.com/2007/05/14145047/Daimler-hands-Chrysler-to-Cerb.html

DaimlerChrysler AG ended a nine-year investment in money-losing Chrysler, handing control of the carmaker to private-equity firm Cerberus Capital Management LP and getting out from under $19 billion of retirement benefits.

Cerberus will put up $7.4 billion with most of the money invested in Chrysler, while DaimlerChrysler will pay out a net amount of $650 million, the Stuttgart, Germany-based company said on 14 May in a statement. The agreement gives Cerberus 80.1% of Chrysler, while the Germans, who paid $36 billion for the automaker in 1998, will retain 19.9%.

Chrysler lost $680 million last year and ceded market share to Toyota Motor Corp. while relying too much on the stagnant North American market. DaimlerChrysler Chief Executive Officer Dieter Zetsche failed to keep the US carmaker profitable after completing a reorganization he began as head of the business.

Shares of DaimlerChrysler rose as much as 4.73 euros, or 7.8%, the biggest gain since former CEO Juergen Schrempp announced his departure in July 2005, to 65.34 euros and were up 6.5% at 10:47 a.m. in Frankfurt. The stock has surged 31% since 13 February, the day before Zetsche said “all options” were on the table for Chrysler’s future.

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