IBM Acquires Cognos Incorporated for Approximately US$5 Billion

On January 31, 2008, IBM acquired Cognos Incorporated, by way of an arrangement under the Canada Business Corporations Act, for approximately US$5 billion in cash. Together, IBM and Cognos will become the leading provider of technology and services for Business Intelligence 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.

IBM was represented in-house by Vice President and Assistant General Counsel Greg Bomberger, Associate General Counsel Mark Goldstein, Associate General Counsel Scott Martin, Senior Counsel Moira Callahan, IBM Canada, and Irene Christie, Employment and Pension Law, IBM Canada. Osler, Hoskin & Harcourt LLP acted as Canadian counsel to IBM with a team comprised of Donald Ross, Donald Gilchrist, Chad Bayne and Andrew Powers (corporate, M&A), Larry Lowenstein and Craig Lockwood (litigation), Jim Hassell and Sven Poysa (employment), Paul Litner and Stephanie Kauffman (pensions and benefits), Monica Biringer, Steve Suarez and Dov Begun (tax), and Peter Glossop and Paul Winton (competition, Investment Canada). Cravath, Swaine & Moore LLP acted as US counsel to IBM with a team comprised of Scott Barshay and Anita Sra (corporate, M&A), Andrew W. Needham, Leonard Teti and Augustus Makris (tax) and Eric Hilfers, Kerry Halpern-Skoglund and Ali Nardali (executive compensation and benefits). Cleary Gottlieb Steen & Hamilton LLP assisted IBM with European Union and other foreign anti-trust filings made in connection with the acquisition.

Cognos was represented in-house by Senior Vice President and Chief Legal Officer John Jussup, Assistant General Counsel Grant Gardiner, Assistant General Counsel Diana Cianciusi, and Counsel Dean Roy. Torys LLP acted as Canadian counsel to Cognos with a team comprised of David Chaikof, Peter Jewett, Thomas Yeo, Andrew Prodanyk, Danial Lam and Cayley Rodd (corporate, M&A); Philip Mohtadi (Investment Canada, M&A); Christina Medland and Stacey Parker-Yull (pension and employment); Jay Holsten and Jonathan Gilhen (antitrust); and James C. Tory and Andrew Gray (litigation). Barry Reiter and Robert Fabes (corporate) of Bennett Jones LLP provided advice to Cognos, in respect of Directors' and Officers' liability insurance matters relating to the acquisition of the company by IBM.

Bingham McCutchen LLP acted as US counsel to Cognos with a team comprised of Kevin Barry, Newton Davis, Laurie Cerveny and Elizabeth Larcano (corporate, M&A), Louis Rodriques (employment), Jean Cogill and Jill Weintraub (executive compensation and benefits), Anthony Carbone and Tom Gray (tax), William Berkowitz and Alicia Downey (competition), and Peter Mei and Megan Gallant (patent and intellectual property).