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IBM to Acquire Ascential Software

Extends Leadership in Helping Customers Integrate, Structure and Manage Information

ARMONK, N.Y. & WESTBORO, Mass. - 14 Mar 2005: IBM (NYSE: IBM) and Ascential Software Corporation (Nasdaq: ASCL) today announced the two companies have entered into a definitive agreement for IBM to acquire the equity of Ascential Software, a publicly held company based in Westboro, Mass., in an all cash transaction at a price of approximately $1.1 billion or $18.50 per share. The acquisition is subject to Ascential Software shareholder and regulatory approvals and other customary closing conditions, and is expected to close in the second quarter of 2005.

Ascential Software is a leading provider of enterprise data integration software. Customers worldwide use Ascential's data integration software to build enterprise data warehouses, power business intelligence systems, consolidate enterprise applications, create and manage master repositories of critical business information, and enable on demand data access. Ascential Software's integrated portfolio helps companies solve their most complex and demanding data integration challenges to streamline operations, improve customer support, expedite business transactions, and make better strategic decisions.

The acquisition complements and strengthens IBM's fast-growing information integration business, a key part of the company's information management efforts and a unit that produced triple-digit growth in 2004. Ascential Software also grew rapidly in 2004, with a reported 46 percent total revenue increase to $271.9 million.

"Information integration is an important enabler of an on demand business strategy and customers are increasing their investments in software that allows them to rapidly analyze, consolidate and extract value from their business data," said Steve Mills, senior vice president and group executive, IBM Software Group. "The acquisition of Ascential Software expands IBM's open information integration platform and strengthens our ability to help customers create an environment that delivers the data they need, in the right form, to the right location, and at the right time. That's the mark of an on demand business."

The acquisition announced today addresses a key customer challenge -- applying technology to respond much more quickly to changing market conditions. For example, some of the largest retailers use Ascential's software to gather, standardize and structure sales information from multiple channels (for example, Internet, catalogs, storefronts), providing a single view of vendors and customers from disparate systems, and make rapid inventory and pricing adjustments in response to changing market demands. Enabling customers to react and respond with speed to rapidly emerging business opportunities is an example of IBM's on demand business strategy.

Ascential Software's ability to quickly gather, move and enhance the quality of large amounts of data complements IBM's WebSphere Information Integrator product portfolio. WebSphere Information Integrator software enables customers to centrally manage and access data that is stored across a variety of structured and unstructured sources, from IBM and non-IBM vendors, in real-time. This combination will help customers solve numerous integration problems. For example, a company trying to consolidate data from multiple ERP systems into a single system could leverage WebSphere Information Integrator to access various mainframe or distributed sources for profiling and assessment, and then use Ascential Software's data migration and transformation capabilities to integrate the data.

IBM is acquiring Ascential Software to extend the industry's broadest and deepest offering for standards-based business integration across heterogeneous environments. With more than 3,000 customers and partners across all major industries, Ascential Software is widely viewed as a leader in enterprise data integration.

IDC, a global market intelligence and advisory firm in the information technology and telecommunications industries, projects that worldwide data integration spending will increase from $9.3 billion in 2003 to $13.6 billion in 2008. IDC also reports that the top three business issues most organizations say they need to be addressed through integration are to respond faster to changing business needs, improve operational productivity of employees, and provide better service to customers.(1)

"The integration market is changing and evolving as customers demonstrate a preference for broad solutions that meet enterprise integration requirements," said Peter Gyenes, chairman and chief executive officer, Ascential Software. "IBM shares our understanding that data integration is a strategic component of information and process integration and offered us this opportunity to combine and form a stronger competitor in the large and growing integration market. At the same time, this transaction offers Ascential Software shareholders solid appreciation over recent trading prices of our stock, without the execution and business risk."

Once the acquisition is completed, IBM will:

Ascential Software already integrates with IBM WebSphere Business Integration software as part of a service-oriented architecture (SOA), providing complex data movement and transformation within a process step, thereby helping customers speed time-to-market and increase their ROI.

This acquisition, combined with IBM's middleware portfolio, strengthens IBM's leadership in key on demand initiatives such as business intelligence, business performance management, business transformation, multi-channel commerce, RFID, merger and acquisition consolidation, master data management and regulatory compliance.

The Ascential Software technology also furthers IBM's commitment to open computing through its ability to support both IBM and non-IBM data sources, including those of Oracle, Microsoft and SAP.

Contact(s) information

Chris Andrews
IBM Media Relations
(914) 766-1195
candrews@us.ibm.com

Chas Kielt
Ascential Software Media Relations
(508) 599-7256
chas.kielt@ascential.com

Tim Breuer
IBM Media Relations
(914) 766-1711
breuer@us.ibm.com

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