CUPERTINO, Calif., Jan. 22 /PRNewswire-FirstCall/ --
Rational Software Corporation (Nasdaq: RATL) today announced that the waiting
period required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976
relating to the proposed merger between Rational and a wholly owned subsidiary
of IBM expired yesterday. On December 6, 2002, Rational and IBM announced the
two companies had entered into a definitive merger agreement for IBM to
acquire the equity of Rational at a price of approximately $2.1 billion in
cash or $10.50 per share. IBM filed a notification on Form CO with respect to
the merger on January 17, 2003, which triggered the start of the review period
required under the European Commission's Merger Regulation.
(Logo: http://www.newscom.com/cgi-bin/prnh/20010417/RATLLOGO )
Rational also announced today that at the Special Meeting of Rational
stockholders held on January 22, 2003, the stockholders of Rational approved a
proposal to adopt the Merger Agreement. Approximately 67.6% of the total
outstanding shares, or approximately 97.4% of the votes cast at the special
meeting, were cast in favor of the proposal.
The parties expect the transaction to close in the first quarter of 2003.
About Rational Software Corporation
Rational Software provides a software development platform that improves
the speed, quality, and predictability of software projects. This integrated,
full lifecycle solution combines software engineering best practices,
market-leading tools, and professional services. Ninety-eight of the Fortune
100 rely on Rational tools and services to build better software, faster. This
open platform is extended by partners who provide more than 500 complementary
products and services. Founded in 1981, Rational is one of the world's largest
software companies, with revenues of $649.0 million in its twelve months ended
December 31, 2002, and over 3,300 employees worldwide. Rational is a member
of the S&P 500 Index. Additional information is available at
http://www.rational.com and http://www.therationaledge.com, the monthly e-zine
for the Rational community.
"Rational, and the Rational logo, among others, are trademarks or
registered trademarks of Rational Software Corporation in the United States
and/or in other countries. All other names are used for identification
purposes only and are trademarks or registered trademarks of their respective
companies."
Forward-Looking Statements
Except for historical information contained herein, statements contained
in this document may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are neither promises nor guarantees, but involve a number of risks,
uncertainties and other factors that could cause actual results to differ
materially from those set forth in the forward-looking statements, including,
without limitation, the risk that the merger may not be consummated, risks
regarding employee relations, the risk that European Commission clearance may
not be obtained and other risks concerning IBM and Rational and their
respective operations that are detailed in the periodic filings with the SEC
of IBM and Rational, including their most recent filings on Form 10-K.
Contacts:
SOURCE Rational Software Corporation
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Related links:
http://www.rational.com
http://www.therationaledge.com
Photo Notes:Newscom:
http://www.newscom.com/cgi-bin/prnh/20010417/RATLLOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, 888-776-6555 or 201-369-3467
CONTACT:
Press - Bill Durling, Director of Corporate
Communications, +1-781-372-5886, bdurling@rational.com, John
Coffey, PR Manager, +1-781-372-5848, jcoffey@rational.com,
Financial - David Henshall, Chief Financial Officer,
+1-408-863-4500, ir@rational.com, all of Rational Software
Corporation
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