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Item 2.01
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Completion of Acquisition or Disposition of Assets
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On October 25, 2007, pursuant to the Agreement and Plan of Reorganization dated as of September 4, 2007 (the “Merger Agreement”), by and among Cognos Incorporated
(“Cognos”), a Canadian corporation, Dimension Acquisition Corp. (“Merger Sub”), a Massachusetts corporation and an indirect wholly-owned subsidiary of Cognos, and Applix, Inc. (“Applix”), a Massachusetts corporation,
Cognos completed its acquisition of Applix. Pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into Applix with Applix continuing as the surviving corporation as an indirect wholly-owned subsidiary of Cognos.
On October 25, 2007, pursuant to an Agreement and Plan of Merger dated September 4, 2007 (the “Merger Agreement”),
by and among Cognos Incorporated, a corporation organized and existing under the laws of Canada (“Cognos”), Dimension Acquisition Corp., a Massachusetts corporation and an indirect, wholly-owned subsidiary of Cognos (“Merger
Subsidiary”), and Applix, Inc., a Massachusetts corporation (“Applix”), Cognos completed its acquisition of all the outstanding shares of common stock of Applix (the “Applix Shares”). Cognos’ acquisition of the Applix
Shares was structured as a two-step transaction, with a cash tender offer by Merger Subsidiary for the Applix Shares (the “Offer”) followed by the merger of Merger Subsidiary with and into Applix (the “Merger”), with Applix
becoming the surviving corporation and an indirect, wholly-owned subsidiary of Cognos.
The initial offering period of the
Offer expired at 12:00 midnight, New York City time, on Tuesday, October 16, 2007 (the “Initial Expiration Date”). Immediately following the Initial Expiration Date, on October 17, 2007, Cognos and Merger Subsidiary announced a
subsequent offering period expiring at 5:00 p.m., New York City time, on Tuesday, October 30, 2007 (the “Subsequent Expiration Date”). According to Computershare Trust Company, N.A., the depositary for the Offer, as of 9:00 a.m. on
October 25, 2007, approximately 14,765,530 Applix Shares were validly tendered in the Offer and not withdrawn, which represented approximately 89.9% of all the outstanding Applix Shares. Cognos accepted for payment and promptly paid the offer
price of $17.87 per Applix Share in cash, without interest, less any required withholding taxes to all Applix stockholders who validly tendered and did not withdraw Applix Shares pursuant to the Offer. On October 25, 2007, pursuant to the
Merger Agreement, Merger Subsidiary exercised its right to purchase one share more than 90% of the total outstanding Applix Shares.
On October 25, 2007, pursuant to the terms and conditions of the Merger Agreement, Merger Subsidiary was merged with and into Applix, and each outstanding Applix Share not tendered in the Offer (other than shares held by Cognos, Merger
Subsidiary or any of their respective subsidiaries) was converted into the right to receive $17.87 per share in cash, without interest, less any required withholding taxes. Upon the consummation of the Merger, Applix survived and became an indirect,
wholly-owned subsidiary of Cognos.
For Accounting purposes we obtained control of Applix on October 17, 2007 and have
consolidated result of operations into our results as of that date.
The aggregate merger consideration was approximately
U.S. $330 million, paid in cash. Cognos paid the merger consideration from cash on hand. Additionally, in connection with the Merger, Cognos assumed certain stock options issued pursuant to Applix’s stock option plan, which became options to
purchase approximately 348,000 shares of Cognos common shares. The consideration for and the other terms and conditions of the Merger were determined by arms-length negotiations between Cognos and Applix. Applix offers planning and performance
management solutions for business and public sector organizations.
For further information concerning the Merger, please
contact the following executive officer of Cognos at (613) 738-1440: Tom Manley, Senior Vice-President, Finance & Administration and Chief Financial Officer.