IBM to acquire MRO Software

Armonk, NY, and Bedford, MA, Aug. 4, 2006 — IBM and MRO Software Inc. announced the two companies have entered into a definitive agreement for IBM to acquire MRO Software Inc. in an all-cash transaction at a price of approximately $740 million, or $25.80 per share. The acquisition is subject to MRO Software shareholder and regulatory reviews and other customary closing conditions. It is expected to close in the fourth quarter of 2006.

MRO is a provider of asset and service management software and consulting. The acquisition is intended to build upon IBM’s strategy to leverage business consulting, IT services and software to develop repeatable tools that help clients optimize and transform their businesses. MRO asset management technology and consulting services will be integrated into IBM Software and IBM Global Services offerings.

Following completion of the acquisition, IBM intends to:

* Establish MRO Software’s operations as a business unit within IBM’s Tivoli software unit led by general manager Al Zollar;
* Incorporate MRO software technology into IBM’s Tivoli software offerings;
* Market and sell MRO software products through IBM’s and MRO’s worldwide sales channels and IBM Business Partners;
* Deliver services for MRO-based solutions through IBM Global Services;

IBM intends to leverage MRO’s software portfolio and management consultants to provide clients with a single approach to managing industrial and IT assets. Since MRO’s offerings are built on a modern architecture, the company expects and easy integration into IBM’s service oriented architecture (SOA)-based capabilities, including business process management and IT service management.

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