September 5, 2006Click Commerce Inc • September 18th, 2006 • Services-prepackaged software • Delaware
This letter (the “Agreement”) is to confirm our agreement regarding all of the shares, $.001 par value per share, (“Common Stock”) of Click Commerce, Inc., a Delaware corporation (the “Company”), beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by you as of the date hereof and any other shares of Common Stock as to which you may hereafter acquire beneficial ownership (the “Shares”). In order to induce Illinois Tool Works Inc., a Delaware corporation (“Parent”), to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among the Company, Parent and ITW Leap Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), you hereby agree as follows (capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement):
Dear Stockholder:Click Commerce Inc • September 18th, 2006 • Services-prepackaged software
We are pleased to inform you that on September 5, 2006, Click Commerce, Inc. (“Click Commerce”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Illinois Tool Works Inc. (“ITW”) and ITW Leap Corp. (the “Purchaser”), a wholly owned subsidiary of ITW. As provided in the Merger Agreement, the Purchaser today commenced a tender offer (the “Offer”) to purchase all outstanding shares of Click Commerce’s common stock (the “Shares”) at a price of $22.75 per share, net to the seller in cash, without interest thereon (the “Offer Price”). The Offer is subject to the terms and conditions in the Purchaser’s Offer to Purchase and the related Letter of Transmittal that are included in the Purchaser’s offering materials. As provided in the Merger Agreement and subject to the satisfaction or waiver of certain conditions, the Offer will be followed by a merger (the “Merger”) of the Purchaser with and into Click Commerce, and all Shares not purchased in the Offer (other than Sha
