UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 6
to
SCHEDULE
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
ILOG S.A.
(Name
of Subject Company (Issuer))
CITLOI S.A.S.
(Offeror)
An
indirect wholly-owned subsidiary of
INTERNATIONAL
BUSINESS MACHINES CORPORATION
(Parent
of Offeror)
(Names of
filing persons (identifying status as offeror, issuer or other
person))
Ordinary
Shares,
nominal
value €1.00 per Ordinary Share
and
American
Depositary Shares,
each
representing one Ordinary Share
(Title of
Class of Securities)
FR0004042364
452360100
(CUSIP
Number of Class of Securities)
Andrew
Bonzani, Esq.
Vice
President, Assistant General Counsel and Secretary
International
Business Machines Corporation
Armonk,
New York 10504
(914) 499-1900
(Name,
address and telephone numbers of person
authorized
to receive notices and communications on behalf of filing persons)
Copies
to:
George
A. Stephanakis, Esq.
Cravath,
Swaine & Moore LLP
CityPoint,
One Ropemaker Street
London,
EC2Y 9HR, England
011
44 207 453 1000
CALCULATION
OF FILING FEE
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U.S.$34,521,598
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U.S.$1,357
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_____________
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(1)
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Estimated
for purposes of calculating the filing fee only. The transaction valuation
was calculated on the basis of (i) the offer price of (a) €10.00
for each of the 1,955,638 American Depositary Shares outstanding;
(b) €10.00 for each of the 532,536 ordinary shares held by U.S.
holders within the meaning of Rule 14d-1(d) under the United States
Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(c) €0.50 for each of the 16,000 2003 warrants n
o
1
held by U.S. holders; (d) €0.50 for each of the 8,000 2003 warrants
n
o
2
held by U.S. holders; (e) €0.65 for each of the 30,000 2004 warrants
held by U.S. holders; (f) €0.50 for each of the 32,000 2005 warrants
held by U.S. holders; (g) €0.83 for each of the 32,000 2006 warrants
held by U.S. holders; and (h) €1.93 for each of the 16,000 2007
warrants held by U.S. holders, and (ii) an exchange rate (using the
noon buying rate in New York City for cable transfers in euro as certified
for customs purposes by the Federal Reserve Bank of New York on
October 3, 2008) of U.S.$1.3816 for one euro. The number of American
Depositary Shares outstanding, and the number of ordinary shares and
warrants held by U.S. holders, is based on information provided to the
Offeror by ILOG S.A.
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(2)
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The
amount of the filing fee, calculated in accordance with Rule 0-11
under the Exchange Act and Fee Rate Advisory No. 6 for the fiscal
year 2008, equals U.S.$39.30 per U.S.$1,000,000 of transaction
valuation.
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x
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Check
the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount
Previously Paid: U.S.$1,357
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Filing
Party: International Business Machines Corporation
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Form
or Registration No.: Schedule TO
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Date
Filed: October 14, 2008
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o
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
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Check the
appropriate boxes below to designate any transactions to which the statement
relates:
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x
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third-party
tender offer subject to
Rule 14d-1.
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o
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issuer
tender offer subject to
Rule 13e-4.
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o
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going-private
transaction subject to
Rule 13e-3.
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o
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amendment
to Schedule 13D under
Rule 13d-2.
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Check the
following box if the filing is a final amendment reporting the results of the
tender offer:
o
This
Amendment No. 6 amends and supplements the Tender Offer Statement under cover of
Schedule TO, as amended (the “Schedule TO”), originally filed on October
14, 2008 by International Business Machines Corporation, a New York corporation
(“Parent”), and its indirect wholly-owned subsidiary, CITLOI S.A.S., a
société par actions
simplifiée
organized under the laws of the Republic of France
(“Purchaser”). The Schedule TO relates to the offer by CITLOI S.A.S. to
acquire for cash all outstanding ordinary shares of ILOG S.A., a
société anonyme
organized
under the laws of the Republic of France (“ILOG”), nominal value €1.00
(“Shares”), including Shares held in treasury by ILOG or its subsidiaries and
Shares represented by American Depositary Shares (“ADSs”), including any
dividend payable for the fiscal year ended June 30, 2008, as well as all
outstanding warrants issued by ILOG (“Warrants”), through concurrent offers in
the United States (the “U.S. Offer”) and in France (the “French Offer” and,
together with the U.S. Offer, the “Offers”). In the U.S. Offer, Purchaser is
seeking to acquire all outstanding Shares and Warrants held by U.S. holders
(within the meaning of Rule 14d-1(d) under the Exchange Act), as well as
all outstanding ADSs held by holders wherever located, upon the terms and
subject to the conditions set forth in the U.S. Offer to Purchase dated October
14, 2008 (the “U.S. Offer to Purchase”), the ADS letter of transmittal (the “ADS
Letter of Transmittal”), and the forms of acceptance for Shares and Warrants
(the “Forms of Acceptance”), copies of which are filed as
Exhibits (a)(1)(A), (a)(1)(B), (a)(1)(F) and (a)(1)(I) to the Schedule TO,
respectively. This Amendment No. 6 to the Schedule TO is being filed on
behalf of Parent and Purchaser. This Amendment is the final amendment to the
Schedule TO. Capitalized terms used and not defined in this Amendment No. 6 have
the same meanings as in the Schedule TO or the U.S. Offer to
Purchase.
Item 8 of
the Schedule TO, which incorporates by reference the information contained in
the U.S. Offer to Purchase, is hereby amended and supplemented to include the
following information:
On
December 18, 2008, Parent issued a press release announcing the definitive
results of the Offers following the expiration of the Subsequent Offering
Period. Purchaser has accepted all the Shares and ADSs tendered into the Offers.
When combined with the final results of the Initial Offering Period, these
results indicate that Purchaser will hold 20,578,810 Shares (including
Shares represented by ADSs), representing 96.83% of the voting rights and the
share capital of ILOG, on an issued and outstanding basis as of December 15,
2008.
Parent
also announced that as the securities not tendered into the Offers represent
less than 5% of the voting rights and the share capital of ILOG, Parent
requested the implementation of a squeeze-out of the Shares held by minority
shareholders. The French
Autorité des marchés
financiers
is expected to announce the date of the implementation of the
squeeze-out on December 19, 2008. The trading of Shares will be suspended as of
December 19, 2008, and Shares will be delisted from Euronext upon the
implementation of the squeeze-out. In addition, as of December 19, 2008, ADSs
will be placed on a trading halt. The quotation of ADSs on the NASDAQ Global
Select Market will be terminated upon the implementation of the
squeeze-out or shortly thereafter. ILOG will terminate the registration of
its ordinary shares and ADSs under the U.S. Securities Exchange Act of 1934, as
amended, when it becomes eligible to do so.
A copy of
the press release is attached as Exhibit (a)(5)(H) and is incorporated herein by
reference.
Item 11
of the Schedule TO, which incorporates by reference the information contained in
the U.S. Offer to Purchase, is hereby amended and supplemented to include the
information set forth above under Item 8, which is incorporated in this Item 8
by reference.
Item 12
of the Schedule TO is further amended and supplemented by adding the following
thereto:
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(a)(5)(H)
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Press
Release issued by Parent on December 18,
2008.
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SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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Citloi S.A.S.
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By
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/s/
Gregory
C. Bomberger
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Name:
Gregory C. Bomberger
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Title:
Authorized
Signatory
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Date:
December 18, 2008
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International
Business Machines Corporation
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By
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/s/
Andrew
Bonzani
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Name:
Andrew Bonzani
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Title:
Vice President,
Assistant General Counsel and Secretary
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Date:
December 18, 2008
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(a)(1)(A)
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U.S.
Offer to Purchase dated October 14, 2008.*
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(a)(1)(B)
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ADS
Letter of Transmittal.*
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(a)(1)(C)
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Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
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(a)(1)(D)
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Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
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(a)(1)(E)
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Guidelines
for Certification of Taxpayer Identification Number (TIN) on Substitute
Form W-9.*
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(a)(1)(F)
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Form
of Acceptance for Shares.*
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(a)(1)(G)
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Technical
Notice to French Financial Intermediaries and U.S.
Custodians.*
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(a)(1)(H)
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Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
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(a)(1)(I)
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Form
of Acceptance for Warrants.*
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(a)(2)
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None.
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(a)(3)
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Not
applicable.
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(a)(4)
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Not
applicable.
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(a)(5)(A)
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Press
Release issued by Parent and ILOG on July 27, 2008 (incorporated
herein by reference to the Schedule TO-C filed by Parent on
July 27, 2008).*
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(a)(5)(B)
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Press
Release issued by Parent on October 14, 2008.*
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(a)(5)(C)
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Summary
Advertisement as published in The Wall Street Journal on October 14,
2008.*
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(a)(5)(D)
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Press
Release issued by Parent and ILOG on November 12,
2008.**
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(a)(5)(E)
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Press
Release issued by Parent on November 17, 2008.***
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(a)(5)(F)
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Press
Release issued by Parent on November 28, 2008.****
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(a)(5)(G)
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Press
Release issued by Parent on December 1, 2008.*****
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(a)(5)(H)
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Press
Release issued by Parent on December 18, 2008.
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(b)
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Not
applicable.
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(d)(1)
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Memorandum
of Understanding between Parent and ILOG dated July 27,
2008.*
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(d)(2)
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Letter
Agreement between Parent and ILOG dated June 19,
2008.*
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(d)(3)
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Confidentiality
Agreement between Parent and ILOG dated November 30,
2006.*
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(d)(4)
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Undertaking
to tender between Parent and INRIA—Transfert dated July 27,
2008.*
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(d)(5)
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Undertaking
to tender between Parent and SAP AG dated July 27,
2008.*
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(g)
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None.
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(h)
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None.
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_____________
*
Previously filed on October 14, 2008.
**
Previously filed on November 12, 2008.
***
Previously filed on November 17, 2008.
****
Previously filed on November 28, 2008.
*****
Previously filed on December 1, 2008.