Item 5.01. Changes in Control of Registrant.
On
September 4, 2007, Applix, Inc. (the Company)
entered into an Agreement and Plan of Merger (the Merger
Agreement) with Cognos Incorporated (Cognos) and
Dimension Acquisition Corp., an indirect, wholly-owned subsidiary of
Cognos (Purchaser), providing for the merger of Purchaser
with and into the Company (the Merger). The acquisition
will be conducted by means of a tender offer for all of the outstanding shares of the Companys
common stock, followed by a merger of the Company with Purchaser that
will result in the Company becoming an indirect, wholly-owned subsidiary of Cognos. On September 18, 2007,
pursuant to the Merger Agreement, Purchaser commenced a cash tender offer to acquire all of the
shares of common stock, par value $0.0025 per share and the associated preferred stock purchase
rights (together, the Shares), of the Company for the purchase price of $17.87 per Share in cash,
without interest thereon, less any required withholding taxes (the Offer), upon the terms and
subject to the conditions disclosed in the Offer to Purchase, dated September 18, 2007 (the Offer
to Purchase). All stockholders who do not tender their Shares during the initial or any
subsequent offering period will receive $17.87 in cash for each Share held at the time of the
Merger.
The Offer expired at 12:00 midnight, New York City time, on October 16, 2007. Cognos announced
that, as of that date, approximately fourteen million Shares (approximately 70% of the Companys
outstanding Shares on a fully-diluted basis) were validly tendered and not withdrawn pursuant to
the Offer (including Shares tendered by notice of guaranteed delivery), and that Purchaser had
accepted such Shares for payment. Purchaser also commenced a subsequent offering period for all
remaining Shares. During the subsequent offering period, Purchaser announced that Shares will be
accepted for payment as they are tendered at $17.87 per Share in cash, without interest thereon,
less any required withholding taxes. The subsequent offering period will expire at 5:00 p.m., New
York City time, on Tuesday, October 30, 2007.
According to the Offer to Purchase, based on the per Share consideration of $17.87 and the
number of outstanding Shares and the options to be cashed out, the aggregate transaction value is approximately $339,000,000. The
Offer to Purchase also stated that Cognos and Purchaser intended to use cash and cash equivalents
and short term investments to pay the offer price for all Shares tendered in the Offer. The Offer
is not conditioned on any financing arrangements.
Pursuant to the Merger Agreement, effective upon the initial acceptance for payment by
Purchaser of Shares pursuant to the Offer, Cognos is entitled to designate a proportionate number
of directors, rounded up to the next whole number, to the Companys board of directors. Following
acceptance of the Shares validly tendered and not withdrawn (including Shares tendered by notice of
guaranteed delivery), Cognos and Purchaser owned approximately 70% of the outstanding Shares on a
fully-diluted basis. In accordance with the Merger Agreement, Cognos designated four
representatives to serve on the Companys board of directors, giving Cognos a majority of the
board. Two of the six persons serving as directors of the Company prior to the expiration of the
Offer, will remain on the board until the Merger is consummated.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement and effective upon the initial acceptance for payment by
Purchaser of any Shares pursuant to the Offer, Cognos was entitled to designate a proportionate
number of directors, rounded up to the next whole number, on the Companys board of directors (the
Cognos Designees). Following acceptance of the Shares validly tendered and not withdrawn
(including Shares tendered by notice of guaranteed delivery), Cognos and Purchaser owned
approximately 70% of the outstanding Shares on a fully-diluted basis.
In accordance with the Merger Agreement, on October 17, 2007, Bradley D. Fire, Alain J.
Hanover, Charles F. Kane and Peter Gyenes resigned as directors and the Companys board of
directors appointed the Cognos Designees, Tom Manley, W. John Jussup, Les Rechan and Philippe
Duranton, as directors to serve until their earlier resignation or removal on the Companys board
and any committees thereof.
According to the Offer to Purchase, there are no transactions, or proposed transactions, since
the beginning of the Companys last fiscal year to which the Company was or is to be a party, in
which the Cognos Designees or any of their affiliates have a direct or indirect material interest
required to be disclosed pursuant to the rules and regulations of the Securities and Exchange
Commission (the SEC). There are no arrangements or understandings between the Cognos Designees
and any other persons, pursuant to which such directors were selected as directors.