Rational Software Corporation 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.
Rational also announced 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.