EX-99.(A)(5)(M) 2 ex99a5m.htm PUBLIC TENDER OFFER ex99a5m.htm
Exhibit 99(a)(5)(M)
 
 
This press release does not constitute an offer to purchase securities. The tender offer described below may not be commenced in the United States or extended to U.S. persons in the absence of the filing of a Schedule TO by CITLOI S.A.S. and a Schedule 14D-9 by ILOG S.A. CITLOI S.A.S. and ILOG S.A. intend to make such filings in the United States at such time as the Autorité des marchés financiers has declared the tender offer open in France.
 
 
PUBLIC TENDER OFFER

for the

SHARES AND WARRANTS ISSUED BY


By

CITLOI

An indirect wholly-owned subsidiary of
PRESENTED BY
 
 
Presenting bank and guarantor
Presenting bank
 

Terms of the offer :
10 euros per share with any dividend for the financial year ended 30 June 2008 attached
0.50 euro per 2003 warrant n°1
0.50 euro per 2003 warrant n°2
0.65 euro per 2004 warrant
0.50 euro per 2005 warrant
0.83 euro per 2006 warrant
1.93 euro per 2007 warrant
offer period: 25 stock exchange trading days

 
This press release is published by CITLOI pursuant to provisions of article 231-28 of the AMF General Regulations.
 
Pursuant to the provisions of article L. 621-8 of the French Monetary and Financial Code and to the provisions of article 231-23 of its General Regulations, the AMF has, in accordance with its clearance decision (décision de conformité) on the offer dated 12 September 2008, issued visa n° 08-186 dated 12 September 2008 on the CITLOI offer document.
 
The document containing legal, financial, accounting and other information on CITLOI and the tender offer document are available on the website of the AMF (www.amf-france.org) and on the website of IBM (www.ibm.com) and may be obtained free of charge from:
 

NATIXIS
30, avenue Pierre Mendès France
75013 Paris - France
UBS Securities France S.A.
65, rue de Courcelles
75008 Paris - France

 

 

2

Forward-looking Statements
 
The French Offer and the U.S. Offer (the “Offers”) are not being made nor will any tender of shares or warrants be accepted from or on behalf of holders in any jurisdiction in which the making of the Offers or the acceptance of any tender of shares or warrants therein would not be made in compliance with laws of such jurisdiction.

This press release contains forward-looking statements. These statements are not guarantees of future performance and are subject to inherent risks and uncertainties including with respect to the factors that may affect the completion of the acquisition. Forward-looking statements may be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may”, “will”, “expects”, “believes”, “anticipates”, “plans”, “intends”, “estimates”, “projects”, “forecasts”, “seeks”, “could”, “should”, or the negative of such terms, and other variations on such terms or comparable terminology.
 
Forward-looking statements include, but are not limited to, statements about the expected future business of ILOG S.A. resulting from and following the Offers and the successful completion of the transaction. These statements reflect IBM’s, CITLOI S.A.S.’s and ILOG S.A.’s managements’ current expectations, based upon information currently available to them and are subject to various assumptions, as well as risks and uncertainties that may be outside of their control. Actual results could differ materially from those expressed or implied in such forward-looking statements. Any such forward-looking statements speak only as of the date on which they are made and IBM, CITLOI S.A.S. and ILOG S.A. shall be under no obligation to (and expressly disclaim any such obligation to) update or alter such forward-looking statements whether as a result of a new information, future events or otherwise, except to the extent legally required.
 
Additional Information
 
The Offers, which have not yet commenced, will be made for the outstanding shares and warrants of ILOG S.A. This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares or warrants. The solicitation and the offer to buy the shares and warrants will be made only pursuant to an offer to purchase and related materials that IBM and its subsidiary, CITLOI S.A.S., have filed with the AMF (in particular the Note d’Information) and intend to file with the U.S. Securities and Exchange Commission (the “SEC”) (on Schedule TO). ILOG S.A. has also filed with the AMF a Note en Réponse with respect to the French Offer and intends to file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the U.S. Offer.
 
ILOG shareholders and warrant holders and other investors should read carefully the Tender Offer Statement on Schedule TO to be filed and the Note d’Information filed by CITLOI S.A.S. and the Schedule 14D-9 to be filed and the Note en Réponse filed by ILOG S.A. because these documents will contain important information, including the terms and conditions of the tender offer. ILOG shareholders and warrant holders and other investors will be able to obtain copies of these tender offer materials and any other documents filed with the AMF from the AMF’s website (www.amf-france.org) or with the SEC from the SEC’s website (www.sec.gov), in both cases without charge. Such materials filed by IBM and CITLOI S.A.S., and ILOG S.A. will also be available for free at IBM’s web site (www.ibm.com), and at ILOG S.A.’s website (www.ilog.com), respectively.
 
ILOG shareholders and warrant holders and other investors are urged to read carefully all tender offer materials prior to making any decisions with respect to the Offers.