04.12.2007 22:55:00
|
Cognos Announces Early Termination of HSR Waiting Period in Connection With Acquisition by IBM
Cognos® (NASDAQ: COGN) (TSX: CSN), today
announced that the Federal Trade Commission (FTC) and the Antitrust
Division of the United States Department of Justice have granted early
termination of the mandatory waiting period under the Hart-Scott-Rodino
Act (HSR) in connection with the proposed all cash acquisition of Cognos
by IBM at a price of $58.00 per share. The transaction remains subject
to the receipt of Cognos shareholder approval, court approval, other
regulatory clearances, and other customary closing conditions.
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 Cognos shareholders representing two thirds
of the shares cast. Cognos 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, was filed with the
Canadian provincial securities regulatory authorities and is available
at www.sedar.com and a Form 6-K,
which provides more details on the transaction, was furnished to the
U.S. Securities and Exchange Commission and is available at www.sec.gov.
Cautionary Statement Regarding
Forward-Looking Statements
Certain statements in this communication regarding the proposed
transaction between IBM and Cognos and any other statements regarding
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.
Der finanzen.at Ratgeber für Aktien!
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
JETZT DEVISEN-CFDS MIT BIS ZU HEBEL 30 HANDELN
Handeln Sie Devisen-CFDs mit kleinen Spreads. Mit nur 100 € können Sie mit der Wirkung von 3.000 Euro Kapital handeln.
82% der Kleinanlegerkonten verlieren Geld beim CFD-Handel mit diesem Anbieter. Sie sollten überlegen, ob Sie es sich leisten können, das hohe Risiko einzugehen, Ihr Geld zu verlieren.
Nachrichten zu Cognos Inc.mehr Nachrichten
Keine Nachrichten verfügbar. |