08/04/2006

IBM (NYSE: IBM) and MRO Software, Inc. (Nasdaq: MROI) today announced the two companies have entered into a definitive agreement for IBM to acquire MRO Software Inc., a publicly held company based in Bedford, Mass., in an all-cash transaction at a price of approximately $740 million, or $25.80 per share.

ebizQ received the following details:

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 the leading provider of asset and service management software and consulting, used by many of the world's top companies to efficiently manage how they buy, maintain and retire assets - such as production equipment, facilities, transportation and information technology (IT) hardware and software - in a wide variety of industries including utilities, manufacturing, energy, pharmaceutical, and telecommunications. This acquisition builds upon IBM's strategy to leverage business consulting, IT services and software to develop repeatable tools that help clients optimize and transform their businesses.

As more types of corporate assets are touched by technology, companies are looking for ways to consolidate how they manage these assets - both operational and IT-related. IBM's acquisition of MRO addresses this need by providing customers with a consistent, comprehensive set of asset management solutions and services. MRO asset management technology and consulting services will be integrated into IBM Software and IBM Global Services offerings. As a result of the acquisition of MRO, IBM will be the only company to provide the solution to this convergence of IT and industrial assets.

"In a recent IBM study, 40 percent of CEOs indicated that asset utilization would be a key focus in strengthening financial performance," said Al Zollar, general manager, IBM Tivoli software. "MRO software is a powerful addition to IBM's portfolio of software and services. This acquisition will provide companies with a single view into all of their assets, helping them to maximize efficiencies, drive productivity, and innovate business processes across the enterprise."

"As technology increasingly becomes the backbone for all business operations, companies require the ability to efficiently manage both industrial and technology assets," said Chip Drapeau, president and CEO, MRO. "The IBM acquisition opens a world of opportunity for our clients and our employees. By integrating our asset management capabilities with IBM, a leader in IT management software and asset management consulting, we can offer our customers a complete asset management solution on a global scale."

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.



• Further expand the scope and capabilities of IBM's industry-leading business and IT asset management consulting practices, and deliver services for MRO-based solutions through IBM Global Services.



• Build upon the two companies' long-standing business relationship, which began in 1996



• IBM will leverage MRO's software portfolio and management consultants to provide clients with a single approach to managing all industrial and IT assets. Since MRO's offerings are built on a modern architecture, they can be easily integrated into IBM's service oriented architecture (SOA)-based capabilities, including business process management and IT service management.

As management processes converge around all types of asset classes, enterprise assets are becoming more intelligent - connecting to IT networks via RFID, for example, and using IP addresses and embedded chips. With a consolidated asset management approach, companies can be more efficient and cut administrative overhead by managing all critical enterprise assets, including industrial equipment in a single, automated environment - the same way many companies currently manage IT assets. By consolidating and automating these processes, companies can establish and automate service levels, separate service delivery from root-cause analysis, and manage the change process.

The acquisition of MRO Software will strengthen the enterprise systems management capabilities of IBM's Tivoli software portfolio, which produced double-digit revenue growth for the first two quarters of 2006, and enhance IBM's already strong asset management consulting capabilities in IBM Global Services. MRO Software has produced double-digit growth since the company reported revenues of $199.2 million for the fiscal year ending September 30, 2005.

MRO has thousands of customers worldwide including: BP, ExxonMobile, China National Offshore Oil Company (CNOOC), Cargil, Heineken, Frito Lay, Daimler Chrysler, Ford, GM, DTE Energy, Constellation Generation Group, Department of Defense, Department of Treasury, NASA, U.S. Air Force, U. S. Marines, City of Atlanta, GA, and Los Angeles County Public Works.