By Lisa Kerner
Charlotte, N.C., July 28 - International Business Machines Corp. said it will acquire ILOG SA through a concurrent cash public tender offer in both France and the United States.
According to IBM, the cash tender offer will be at a price of €10 per ordinary share and the dollar equivalent per American Depositary Share, for a total purchase price of approximately €215 million, or about $340 million, on a fully diluted basis.
The per-share price is a 56% premium compared to ILOG's one-month average of closing share prices prior to July 28 and a 37% premium to the closing price on July 25.
IBM said the public tender offers will be conditional upon U.S. and European Union antitrust clearances and a 66.67% share capital and voting rights minimum tender acceptance condition.
ILOG's board of directors has approved the transaction and is expected to give a final recommendation prior to Sept. 15, after which the offer will be filed with the French stock exchange authority.
The companies' merger agreement includes a breakup fee of €4 million, or approximately 2% of the offer consideration, it was reported in a form 6-K filing with the Securities and Exchange Commission.
IBM has received commitments from some shareholders to tender their shares to the contemplated offer, representing approximately 10% of ILOG's issued share capital.
The transaction will combine IBM's business process management, business optimization and service oriented architecture technologies with ILOG's Business Rules Management Systems software.
"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," IBM WebSphere general manager Tom Rosamilia said in a news release.
ILOG is a Paris software company.
IBM, based in Armonk, N.Y., develops computer systems, software, storage systems and microelectronics.
| Acquirer: | IBM Corp.
|
| Target: | ILOG SA
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| Announcement date: | July 28
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| Transaction total: | $340 million
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| Price per share: | €10 per ordinary share and the dollar equivalent per American Depositary Share
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| Termination fee: | €4 million
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| Expected closing: | Upon approvals
|
| Stock price for target: | Nasdaq: ILOG: $11.52 on July 25
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