IBM Acquires Rational Software

IBM acquired software modelling tools company, Rational Software, for approximately US$2.1 billion in cash. The deal closed on February 21, 2003. IBM and Rational had been strategic partners since 1999 as close collaborators on IBM’s Eclipse development tools project.

In Canada, IBM was represented by in-house counsel Helen Aston; in Canada, by Doug Marshall of Osler, Hoskin & Harcourt LLP; and in the U.S., Allen Finkelson, Scott Barshay, George Stephanakis and Daniel Abebe (corporate), Lewis Steinberg and Aliza Levine (tax) and Scott Price and Jennifer Conway (benefits) of Cravath, Swaine & Moore LLP provided advice to IBM in respect of certain exchangeable shares by one of Rational’s Canadian companies. In Canada, Candy Saga and Darren Sukonick (corporate) and John Unger (tax) of Torys LLP provided advice to Rational, principally on its exchangeable share structure. In the U.S., Rational was represented by Victoria Deitcher of Wilson Sonsini Goodrich & Rosati.