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SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant o | ||
Filed by a Party other than the Registrant ý |
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Check the appropriate box: |
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| o | Preliminary Proxy Statement | |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| o | Definitive Proxy Statement | |
| o | Definitive Additional Materials | |
| ý | Soliciting Material Pursuant to §240.14a-12 |
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Rational Software Corporation |
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(Name of Registrant as Specified In Its Charter) |
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International Business Machines Corporation |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 | |||
| (1) | Title of each class of securities to which transaction applies: |
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| (2) | Aggregate number of securities to which transaction applies: |
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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| (4) | Proposed maximum aggregate value of transaction: |
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| (5) | Total fee paid: |
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| o | Fee paid previously with preliminary materials. | |||
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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Filed by International Business Machines Corporation
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Rational Software Corporation
Commission File No.: 000-12167
IBM Software and Rational
Enabling Businesses to Build & Deploy
Infrastructures for the Connected Business
John A. Swainson
General Manager, Application Integration & Middleware
IBM Software Group
What this news means to you
- •
- Great
day in history for both companies
- ƒ
- Anticipate Closing 1Q 03- acquisition subject to shareholder and regulatory approval
- •
- The
combination of IBM and Rational
- ƒ
- Creates
tremendous opportunity for Rational's products
- ƒ
- Allows
additional access to critical global customers and sales channels
- ƒ
- Enables
linkages to broader IT solutions for our customers
- ƒ
- Furthers
the growth of IBM's and Rational's business
- ƒ
- Provides significant opportunity for Rational employees
- •
- Enhanced
investments in Rational's core businesses
- ƒ
- Rational will become a division within Software Group with retention of the Rational brand
- •
- You
are critical to success
- ƒ
- We
are counting on your personal leadership and dedication
- ƒ
- You
have the knowledge, skills, and expertise to fight the competition
- ƒ
- Business
needs continue, your focus is necessary to ensure a smooth transition through the anticipated closing
- ƒ
- We are committed to thoughtfully managing your transition into IBM
Key HR points as they relate to you
- •
- Many
of Rational's senior leadership team will join IBM to help lead new division
- •
- IBM
intends to offer jobs to vast majority of Rational employees
- ƒ
- Potential
areas of overlap in G&A work and some corporate functions
- ƒ
- High priority for senior management to assess areas of overlap and to communicate as soon as possible
- •
- Strong
corporate cultural similarities
- ƒ
- Significant business relationships and synergies already in place
- •
- IBM
offers unbeatable opportunity for career growth, personal development, and movement into management and non-management leadership positions
- ƒ
- Significant
technical recognition program and dual ladder career progression opportunities
- ƒ
- Customer-driven
software sales and marketing culture
- ƒ
- Unparalleled
potential for career development across multiple IBM businesses
- ƒ
- Very competitive compensation and benefits program with additional leadership in work/life, flexibility, diversity, and many other initiatives
- •
- Support will be available to you through the transition via your management, Rational and IBM HR, Rational/IBM employee transition extranet
IBM's Software
Business
Evolving Business Needs
Today's Enterprise IT Environment
Customer environments are becoming increasingly heterogeneous and complex. The role of modern middleware is to simplify and to integrate.
Value of Common Software Infrastructure
Software Group Development and Research
IBM's e-business Strategy
Integrated Demand to Deliver
IBM's Software Strategy
Product Positioning within IBM Middleware
Software Acquisitions
Shared Capabilities of IBM's Software Portfolio
WebSphere Portal
Extending the WebSphere Platform to IBM and Partners
Rapid Market Acceptance
WebSphere Portal Server
Software
Group Metrics
Industry Dynamics
Software Opportunity (2006) = $307B
'02 - '06 CGR = 10%
| Operating Systems |
Middleware |
Applications |
||
|---|---|---|---|---|
| $31B | $115B | $161B | ||
| 6% CGR | 9 - 11% CGR | 11% CGR |
Note: IBM middleware revenue includes IGS transactions
Source: IBM analysis based on Industry Reports / Market Research, 9/02
Middleware Opportunity
Middleware Opportunity (2006) = $115B
'02 - '06 CGR = 9 - 11%
Source: IBM analysis based on Industry Reports / Market Research, 9/02
IBM Software and Middleware Revenue Growth
|
|
Note: IBM Software & Middleware revenue growth at constant currency
IBM Middleware revenue includes IGS transactions
IBM Middleware's Unique Competitive Advantages
IBM and Rational
IBM's Software Strategy
In connection with the merger, Rational has filed preliminary proxy materials and has filed and will file other relevant documents concerning the transaction with the Securities and Exchange Commission (SEC). STOCKHOLDERS OF RATIONAL ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free copies of the definitive proxy statement and other documents when they become available by contacting Investor Relations, Rational Software Corporation, 18880 Homestead Road, Cupertino, CA 95014 (Telephone: (408) 863-9900). In addition, documents filed with the SEC by Rational are available free of charge at the SEC's web site at www.sec.gov.
Information regarding the identity of the persons who may, under SEC rules, be deemed to be participants in the solicitation of stockholders of Rational in connection with the transaction, and their interests in the solicitation, is set forth in the preliminary proxy materials that were filed by Rational with the SEC on December 11, 2002.
Forward-Looking Statements
Except for historical information contained herein, statements contained in this document may constitute 'forward looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are neither promises nor guarantees, but involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those set forth in the forward-looking statements, including, without limitation, the risk that the merger may not be consummated in a timely manner, if at all, risks regarding employee relations and other risks concerning IBM and Rational and their respective operations that are detailed in the periodic filings with the SEC of IBM and Rational, including their most recent filings on Form 10-K and Form 10-Q.
IBM Software and Rational Enabling Businesses to Build & Deploy Infrastructures for the Connected Business