CIMdata PLM Industry Summary Online Archive
5 March 2008
Financial News
IBM: Watchtower Has Received Necessary Regulatory Approvals in Relation to the Recommended Cash Offer to the Shareholders in Telelogic
This Offer is not being made nor will any tender of shares be accepted from or on behalf of holders in any jurisdiction in which the making of the Offer or the acceptance of any tender of shares therein would not be made in compliance with laws of such jurisdiction. The Offer is not being made, directly or indirectly, in or into Australia, Canada, Japan or South Africa. The Offer is being treated in the United States as one to which the “Tier II” exemption mentioned in Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934 is applicable. The press release has been published in Swedish and English. In the event that there are any differences between the language versions, the Swedish version shall prevail.
International Business Machines Corporation (“IBM”), through its indirect wholly-owned subsidiary Watchtower AB (“Watchtower”) (previously Goldcup D 2933 AB), a Swedish private limited liability company, announced on June 11, 2007 a recommended public cash offer to the holders of all issued and outstanding shares in Telelogic AB (publ) (“Telelogic”), to tender all Telelogic shares to Watchtower (the “Offer”). The Offer has been unanimously recommended by the Board of Directors of Telelogic.
The completion of the Offer is subject to fulfillment of the conditions set out in the offer document, including receipt of all necessary clearances, approvals and decisions from relevant competition authorities. Watchtower is pleased to confirm that it has today been informed of the European Commission’s decision, dated March 5, 2008, to approve the acquisition. The antitrust review process in the United States was successfully completed on October 2, 2007. No other antitrust clearances are required. Therefore, the condition regarding receipt of all necessary clearances, approvals and decisions from competition authorities has been fulfilled.
As previously announced, the extended acceptance period under the Offer will expire on 17.00 (CET) on March 19, 2008. Provided that Watchtower announces that the conditions of the Offer have been satisfied or waived on March 27, 2008, settlement is expected to commence approximately one week thereafter.
All other terms and conditions set out in the offer document, including conditions for completion of the Offer, continue to apply.
The offer document in a Swedish and an English version and other information about the Offer is published on http://www.ibm.com/software/rational/welcome/telelogic/, on http://www.telelogic.com and on http://www.nordea.se/placera.
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