Merger Between Rational and IBM Clears Hart-Scott-Rodino Review and is Approved by Rational Stockholders

1/24/2003 - Rational Software Corporation (Nasdaq: RATL) 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 has expired. 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.

About Rational Software Corporation
Rational Software provides a software development platform that improves the speed, quality, and predictability of software projects. This integrated, full lifecycle solution combines software engineering best practices, market-leading tools, and professional services. Ninety-eight of the Fortune 100 rely on Rational tools and services to build better software, faster. This open platform is extended by partners who provide more than 500 complementary products and services. Founded in 1981, Rational is one of the world's largest software companies, with revenues of $649.0 million in its twelve months ended December 31, 2002, and over 3,300 employees worldwide. Rational is a member of the S&P 500 Index. Additional information is available at and, the monthly e-zine for the Rational community.

Rational, and the Rational logo, among others, are trademarks or registered trademarks of Rational Software Corporation in the United States and/or in other countries.

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