Cognos Inc - IBM Corp

Cognos (COGN)
IBM (IBM)
$4.9B All-cash buyout

IBM acquires Canadian Business Intelligence (BI) and Performance Management company

Announced 11.12.07

Shareholders approved 1.14.08

Ontario Superior Court approved 1.16.08

European Commission approved 1.24.08

Closed 1.31.08

Financial

Legal

General

Article I The Arrangement

1.01 The Arrangement
1.02 Implementation Steps by the Company
1.03 Implementation Steps by Parent and Sub
1.04 Interim Order
1.05 Articles of Arrangement
1.06   Cash Proceeds Per Share, RSU Consideration, DSU
         Consideration, Option Consideration and Replacement
         Options
1.07 Proxy Circular
1.08 Preparation of Filings, Etc
1.09 Dissenting Shareholders
1.10 Amendment
1.11 List of Securityholders
1.12 Withholding
1.13 Closing
1.14 Alternative Transaction Structure

Article II Representations and Warranties

(a) Organization, Standing and Corporate Power
(b) Subsidiaries
(c) Capital Structure
(d) Authority; Noncontravention
(e) Public Disclosure Documents
(f) Information Supplied
(g) Absence of Certain Changes or Events
(h) Litigation
(i) Contracts
(j) Compliance with Laws
(k) Absence of Changes in Benefit Plans; Employment
Agreements; Labour Relations
(l) Environmental Matters
(m) Pensions and Benefits
(n) Taxes
(o) Properties
(p) Intellectual Property
(q) Insurance
(r) Shareholder Rights Plan
(s) Voting Requirements
(t) Brokers; Schedule of Fees and Expenses
(u) Opinion of Financial Advisor
(v) Unlawful Payments
(w) Government Contracts
(x) Investment Canada Act
(y) No "Collateral Benefit" under Ontario Rule