IBM Commences $60 Per Share All Cash Tender Offer for Lotus Development
Corporation

ARMONK, N.Y., June 6, 1995 . . . IBM announced today the commencement of
the previously announced tender offer for all outstanding common shares
and preferred share purchase rights of Lotus Development Corporation at a
price of $60 per share in cash.

The tender offer materials are being filed with the U.S. Securities and
Exchange Commission.

The tender offer and withdrawal rights will expire at 12:00 midnight EDT on
July 3, 1995, unless extended.
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               See Original Announcement Below
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IBM Announces Offer to Acquire Lotus Development Corporation for $60 Per
Lotus Share in Cash

ARMONK, N.Y., June 5, 1995 . . . IBM today announced that it expects to
commence tomorrow a cash tender offer for all of the outstanding common
shares and preferred share purchase rights of Lotus Development
Corporation at a price of $60 per common share. The tender offer will be
initiated by a subsidiary of IBM, White Acquisition Corp., which has been
created for this transaction.

Lotus has approximately 55 million shares outstanding on a fully diluted
basis, giving the transaction a total equity value of approximately $3.3
billion. IBM said it intends to finance the offer from its approximately
$10 billion in cash on hand.

"Combining IBM and Lotus represents a truly unique opportunity," said IBM
Chairman and Chief Executive Officer Louis V. Gerstner, Jr. "Lotus
employees are proven innovators. They've developed some very successful
products, particularly in technology that allows people to work as teams
-- frequently called 'groupware.' Working together, Lotus and IBM can make
these products even more successful. We can bring to bear IBM's strong
technology, our skills and experience in industrial-strength enterprise
computing, and our unmatched global marketing force.

"Our goal is to accelerate the creation of a truly open, scalable
collaborative computing environment so people can work and communicate
across enterprises and across corporate and national borders. People all
over the world are seeking ways to easily access and share information
with co-workers, customers, suppliers, educators, wherever these people
may be. It's a new, much more powerful way of working, learning and
interacting. And it's evolving quickly.

"By combining -- and by working with software developers and our many
industry partners -- we can make these benefits real for our customers
much sooner."

IBM has communicated its offer to Lotus management. A copy of a letter to
Lotus Chairman, President and CEO Jim P. Manzi is attached.

The terms and conditions of the offer will be set forth in offering
documents expected to be filed tomorrow with the Securities and Exchange
Commission. This filing will include conditions relating to the
acquisition of a majority of all outstanding shares of Lotus common stock
on a fully diluted basis. The filing also includes conditions related to
the elimination of Lotus' "poison pill" and certain other anti- takeover
provisions.

In addition, IBM announced today that it has commenced legal action
designed to compel Lotus' Board of Directors to redeem the poison pill and
to eliminate the applicability to the tender offer of certain of Lotus'
anti-takeover provisions. IBM also said it expects its subsidiary to file
with the Securities and Exchange Commission preliminary materials for
solicitation of written consents from Lotus shareholders that are intended
to expedite the tender offer.

IBM said that this acquisition, when completed, will result in a
significant one-time, non-cash charge against IBM's earnings. The charge
involves accounting writedowns of amounts assigned to research and
development of Lotus software under development. The charge will be taken
in the quarter in which the acquisition is completed. The specific amount
of the charge cannot be determined at this time based on currently
available information. However, IBM expects that the charge will have a
significant effect on the net earnings of IBM in the quarter in which the
acquisition is completed and on IBM's net earnings for the year.

Additional information about today's announcement, including full text of a
letter from Mr. Gerstner to IBM employees, can be accessed on IBM's
Internet home page: http://www.ibm.com.

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