Exhibit 99.1
English translation of the press release published in Les Echos on September 16, 2008
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.
PUBLICATION OF THE OFFER RESPONSE DOCUMENT
by
in response to the public tender offer for the shares and warrants of ILOG S.A.
initiated by CITLOI, an indirect wholly-owned subsidiary of IBM
This document is published pursuant to Article 231-27 of the General Régulations of the French Stock Exchange Authority (Autorités des Marchés Financiers).
Pursuant to Article L. 621-8 of the French Monetary and Financial Code and Article 231-26 of the General Regulations of the French Stock Exchange Authority (Autorité des Marchés Financiers) (the “AMF”), the AMF has issued visa n° 08-187 dated September 12, 2008, relating to the offer response document in connection with the tender offer initiated by CITLOI S.A.S, an indirect wholly-owned subsidiary of IBM. The offer response document has been prepared by ILOG S.A. under the responsibility of the persons signing the offer response document.
The offer response document approved by the AMF is available on the website of the AMF (www.amf-france.org), the website of ILOG S.A. (www.ilog.fr) and is available to the public free of charge at the registered offices of ILOG S.A. - 9, rue de Verdun, B.P. 85, 94253 Gentilly Cedex France.
The opening date of the tender offer will be set by the AMF upon receipt of the authorization from the Ministry of the Economy, Finance and Employment in compliance with Article L. 151-3 of the French Monetary and Financial Code. An additional notice will be released by the AMF to communicate the opening date of the tender offer and its timeline.
In accordance with Article 231-28 of the AMF General Regulations, the other information regarding legal, financial and accounting related characteristics of ILOG S.A. will be made available to the public no later than the day preceding the opening of the public tender offer.
The circulation, publication or distribution of this press release is subject to legal or regulatory restrictions in certain countries. This press release is not addressed, either directly or indirectly, to persons who are subject to such restrictions. This press release does not constitute an offer to purchase securities. The offers described in the offer response document are not made in the United States or extended to U.S. holders of securities unless a Schedule TO is filed by CITLOI S.A.S. and a Schedule 14d-9 is filed by ILOG S.A. CITLOI S.A.S. and ILOG S.A. intend to file such documents in the United States on the date on which the AMF announces the opening of the offer in France.
Forward-looking Statements
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 opening of the tender offers. Any such forward-looking statements speak only as of the date on which they are made and International Business Machines Corporation (“IBM”), CITLOI S.A.S. and ILOG S.A. (“ILOG”) shall be under no obligation to (and expressly disclaims 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.
Important Additional Information for Investors and Security Holders
The tender offers, which have not yet commenced, will be made for the outstanding shares and warrants of ILOG. This communication is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any ILOG shares or warrants. The solicitation and the offer to buy the shares and warrants of ILOG will be made only pursuant to an offer to purchase and related materials that IBM and its subsidiary have filed with the Autorité des marchés financiers (the “AMF”) (in particular the Note d’Information) and will file with the Securities and Exchange Commission (the “SEC”) (on Schedule TO). ILOG has filed with the AMF a Note en Réponse and will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer.
ILOG shareholders and warrant holders and other investors should read carefully the Tender Offer Statement on Schedule TO to be filed by IBM and the Note d’Information filed by IBM and the Schedule 14D-9 to be filed by ILOG and the Note en Réponse filed by ILOG because these documents contain important information, including the terms and conditions of the tender offer. ILOG shareholders and warrant holders and other investors are able to obtain copies of these tender offer materials and any other documents filed with the AMF from the AMF’s website (http://www.amf-france.org.) or when filed with the SEC from the SEC’s website (http://www.sec.gov), in both cases without charge. Such materials filed by IBM and ILOG will also be available for free at IBM’s web site (http://www.ibm.com), and at ILOG’s web site (http://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 tender offers.
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.