Cognos Shareholders Approve Acquisition by IBM

  
    
  
  
    
      Cognos® 
      (NASDAQ: COGN) (TSX: CSN) today announced that Cognos shareholders have 
      approved the previously announced arrangement whereby International 
      Business Machines Corporation, through an indirect subsidiary, will 
      acquire all of the outstanding common shares of Cognos for US$58.00 in 
      cash for each Cognos common share. The arrangement was approved by 
      approximately 99.8% of the votes cast by shareholders present in person 
      or represented by proxy at the Cognos special meeting.
    
    
      The arrangement is subject to final approval of the Ontario Superior 
      Court of Justice which is expected to be sought on January 16, 2008, in 
      Toronto. Provided that final approval of the Court is obtained, and that 
      all other conditions to completion of the arrangement are satisfied or 
      waived, the arrangement is expected to close during the first calendar 
      quarter of 2008.
    
    
      About Cognos
    
    
      For more information, visit the Cognos Web site at: http://www.cognos.com.
    
    
      Cautionary Statement Regarding 
      Forward-Looking Statements
    
    
      Certain statements in this communication regarding the proposed 
      transaction between IBM and Cognos, the expected timetable for 
      completing the transaction, benefits and synergies of the transaction, 
      future opportunities for the combined company and products and any other 
      statements regarding IBM and Cognos’s future 
      expectations, beliefs, goals or prospects constitute forward-looking 
      statements made within the meaning of Section 21E of the Securities 
      Exchange Act of 1934 and forward-looking information within the meaning 
      of Section 138.4(9) of the Ontario Securities Act (collectively, 
      forward-looking statements). Any statements that are not statements of 
      historical fact (including statements containing the words “believes,” 
      “plans,” “anticipates,” 
      “expects,” “estimates” 
      and similar expressions) should also be considered forward-looking 
      statements. A number of important factors could cause actual results or 
      events to differ materially from those indicated by such forward-looking 
      statements, including the parties’ ability to 
      consummate the transaction; the conditions to the completion of the 
      transaction, including that the receipt of court approval or the 
      regulatory approvals required for the transaction may not be obtained on 
      the terms expected or on the anticipated schedule; the parties’ 
      ability to meet expectations regarding the timing, completion and 
      accounting and tax treatments of the transaction; the possibility that 
      the parties may be unable to achieve expected synergies and operating 
      efficiencies in the arrangement within the expected time-frames or at 
      all and to successfully integrate Cognos’s 
      operations into those of IBM; such integration may be more difficult, 
      time-consuming or costly than expected; operating costs, customer loss 
      and business disruption (including, without limitation, difficulties in 
      maintaining relationships with employees, customers, clients or 
      suppliers) may be greater than expected following the transaction; the 
      retention of certain key employees of Cognos may be difficult; IBM and 
      Cognos are subject to intense competition and increased competition is 
      expected in the future; fluctuations in foreign currencies could result 
      in transaction losses and increased expenses; the volatility of the 
      international marketplace; and the other factors described in IBM’s 
      Annual Report on Form 10-K for the fiscal year ended December 31, 2006 
      and in its most recent quarterly report filed with the SEC, and Cognos’s 
      Annual Report on Form 10-K for the fiscal year ended February 28, 2007 
      and in its most recent quarterly report filed with the SEC. IBM and 
      Cognos assume no obligation to update the information in this 
      communication, except as otherwise required by law. Readers are 
      cautioned not to place undue reliance on these forward-looking 
      statements that speak only as of the date hereof.