CEGEDIM S.A. to Acquire Dendrite International, Inc.Combined Organization is Expected to Have Pro Forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma Revenues of over $1 Billion in over 75 Countries Significantly Expands Breadth of Product Portfolio and Geographic Reach to Meet the Demands of the Global Life Sciences and Pharmaceutical Industry PARIS Paris, in Greek mythology Paris or Alexander, in Greek mythology, son of Priam and Hecuba and brother of Hector. Because it was prophesied that he would cause the destruction of Troy, Paris was abandoned on Mt. , France & BEDMINSTER, N.J. -- CEGEDIM S.A. (Euronext: CGM (1) (Computer Graphics Metafile) An ISO/IEC standard format for 2D graphics images introduced in 1987. Primarily a vector graphics format for technical illustrations and geophysical visualizations, CGM also supports raster graphics and text. ) and Dendrite dendrite: see nervous system; synapse. International, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : DRTE DRTE Defence Research Telecommunications Establishment ) today announced a definitive merger agreement under which CEGEDIM will acquire Dendrite for $16.00 per outstanding share in cash. Per the terms of the agreement, Dendrite is valued on a fully diluted equity basis at approximately $751 million, which represents a premium of approximately 40% over the average closing share price for Dendrite common stock over the twenty day trading Day trading Establishing and liquidating the same position or positions within one day's trading. period from February 1, 2007 to March 1, 2007, the last trading day Last Trading Day The final day that a futures or options contract may trade or be closed out before delivery of the underlying asset must occur. Notes: If the buying and selling parties do not arrange an alternate agreement, the physical commodity must be delivered from prior to the announcement of the transaction. The combination will create a major player in diversified sales, marketing, clinical and compliance solutions to the global life sciences and pharmaceutical industry. In particular, by combining CEGEDIM's European strength with Dendrite's US and Asia Pacific position, the combined group will be able to address the global needs of its customers and provide a unique suite of integrated, value-added products. The combined company is expected to have estimated pro forma annual revenues of $1.1 billion and operate in more than 75 countries throughout Europe, the Americas and Asia Pacific. Jean-Claude Labrune, Founder, Chairman and Chief Executive Officer of CEGEDIM, said, "We are very excited to join forces with Dendrite's talented team to create a truly global business with increased international reach, a broader scope of product offerings and the strength to invest in the development of innovative technologies. As a combined organization we can achieve an even higher quality of service and will be better able to serve our clients in our competitive global marketplace." Dendrite's Board of Directors has unanimously approved the acquisition and recommends that Dendrite's shareholders vote in favor of the transaction. Edward J. Kfoury, lead independent director on Dendrite's Board, said, "Following an extensive and thorough review process, in which we considered a number of alternatives, including interest from various strategic and financial third parties, the Board believes that the offer from CEGEDIM maximizes value for Dendrite's shareholders." John Bailye, Founder, Chairman and Chief Executive Officer of Dendrite said, "I am very proud of the outstanding success our people have made of Dendrite. Each of us has been part of a great story, played out in more than 50 countries, taking a start-up to a multinational company in just 20 years." The merger is contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent the approval of Dendrite shareholders, receipt of regulatory approvals and other customary closing conditions. It is expected to close within the next few months. The merger does not require CEGEDIM shareholder approval and is not subject to a financing condition. CEGEDIM will finance this acquisition by a combination of cash on hand and a fully committed (Law) committed to prison for trial, in distinction from being detained for examination. See also: Fully bank facility provided by Banc of America Securities Limited and Societe Generale. Banc of America Securities Limited and Societe Generale Corporate & Investment Banking are acting as financial advisors to CEGEDIM. Hodgson Russ LLP LLP - Lower Layer Protocol and Lowenstein Sandler Lowenstein Sandler P.C. is a major corporate law firm with its primary offices in Roseland, New Jersey and New York, New York. The firm is the largest firm in New Jersey. An AmLaw 200 firm with over 270 attorneys, Lowenstein Sandler represents public and private companies, PC are serving as its legal advisors. JPMorgan is acting as financial advisor and Dewey Ballantine Dewey Ballantine LLP was a white shoe corporate law firm headquartered in New York City. Formed in 1913 by the merger of two firms founded in 1909, Root, Clark & Bird and Buckner & Howland, the firm of Root, Clark, Buckner & Howland weathered many name changes from 1913 to 1955 as LLP and Day Pitney LLP are serving as legal advisors to Dendrite. About CEGEDIM: CEGEDIM develops exclusive databases and high value added Value Added The enhancement a company gives its product or service before offering the product to customers. Notes: This can either increase the products price or value. software solutions. Its expertise falls into two divisions. The "Healthcare and strategic data" division comprises services specifically designed for pharmaceutical companies, healthcare professionals and health insurance providers. The "Technologies and services" division covers a variety of sectors. Established as the European leader in its historic core business, CEGEDIM provides the world's largest pharmaceutical companies with vital support for successful CRM (Customer Relationship Management) An integrated information system that is used to plan, schedule and control the presales and postsales activities in an organization. (Customer Relationship Management) and helps measure sales & marketing effectiveness Marketing Effectiveness is the function of improving how marketers go to market with the goal of optimizing their marketing spend to achieve even better results for both the short-term and long-term. Also related to Marketing ROI and Return on Marketing Investment (ROMI). . CEGEDIM's CRM tools, backed by the Group's powerful strategic databases, also provide its clients with a clearer picture of their markets and targets, optimizing both strategies and return on investment. Founded in 1969, and the only European company operating globally in this market, CEGEDIM employs around 5,000 people and generated turnover of [euro]539 million in 2006 in 75 countries. To learn more, please see our website: www.CEGEDIM.com. Listed on Eurolist by Euronext Paris Euronext Paris is France's securities market, formerly known as the Paris Bourse, which merged with the Amsterdam and Brussels exchanges in September 2000 to form Euronext NV, which is the second largest exchange in Europe behind the London Stock Exchange. , compartment B - ISIN Isin (ĭs`ĭn), capital of an ancient Semitic kingdom of N Babylonia. The city became important after the third dynasty of Ur fell to the Elamites and the Amorites (c.2025 B.C.). The phase from c.2025–c.1763 B.C. FR0000053506 - Reuters CGDM CGDM Consortium on Green Design and Manufacturing .PA - Bloomberg CGM About Dendrite: Founded in 1986, Dendrite International (NASDAQ: DRTE) enables sales, marketing, clinical and compliance solutions for the global pharmaceutical industry. The Company's clients are located in more than 50 countries and include the world's top 20 pharmaceutical companies. For more information, please visit www.dendrite.com. Note: Dendrite is a registered trademark of Dendrite International, Inc. This document may contain forward-looking statements that may be identified by such forward-looking terminology as "expect," "believe," "anticipate," "will," "intend," "plan," "target," "outlook," "guidance," and similar statements or variations. Such forward-looking statements are based on our current expectations, estimates, assumptions and projections and involve significant risks and uncertainties, including the risk that the acquisition will not be consummated; the risk that the acquisition will disrupt our core businesses; the effect of regulatory conditions, if any, imposed by regulatory agencies; the reaction of our customers and suppliers to the transaction and diversion of management time on merger-related issues; risks which may result from our dependence on the pharmaceutical industry; fluctuations in quarterly revenues due to lengthy sales and implementation cycles for certain of our solutions; our fixed expenses in relation to fluctuating revenues and variations in customers' budget cycles; dependence on certain major customers; changes in demand for our products and services attributable to any weakness experienced in the economy or mergers, acquisitions and consolidations in the pharmaceutical industry; successful and timely development and introduction of new products and versions; rapid technological changes; increased competition; international operations; our ability to effectively manage our growth; the protection of our proprietary technology; our ability to compete in the Internet-related products and services market; the continued demand for Internet-related products and services; the ability of our third party vendors to respond to technological change; our ability to maintain our relationships with third-party vendors; less favorable than anticipated results from strategic relationships; dependence of data solutions on strategic relationships; events which may affect the U.S. and world economies; and catastrophic events which could negatively affect our information technology infrastructure. Other important factors that should be reviewed and carefully considered are included in the company's 10-K, 10-Qs, and other reports filed with the SEC. Actual results may differ materially. We assume no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or other changes affecting such forward-looking statements. Additional Information and Where to Find it In connection with the proposed merger, Dendrite will prepare a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. for the shareholders of Dendrite to be filed with the Securities and Exchange Commission. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, DENDRITE'S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (WHEN IT BECOMES AVAILABLE) BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by Dendrite with the Commission at the Commission's web site at www.sec.gov. These documents may be accessed and downloaded for free at Dendrite's web site at www.dendrite.com or by directing a request to investorrelations@dendrite.com. Participants in the Solicitation Dendrite and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Dendrite shareholders in respect of the proposed transaction. Information regarding these participants will be available in the proxy statement (when available). Advisors disclaimer Banc of America Securities Limited and SG Americas Securities, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control acted as advisors only to CEGEDIM, and no other party, in connection with this transaction and will not be responsible to anyone other than CEGEDIM for providing the protections afforded to customers of Banc of America Securities Limited and SG Americas Securities, LLC or for providing advice in relation to this transaction. Banc of America Securities Limited and Societe Generale, parent company of SG Americas Securities, LLC, are authorized and regulated in the United Kingdom by the Financial Services Authority The Financial Services Authority ("FSA") is an independent non-departmental public body and quasi-judicial body that regulates the financial services industry in the United Kingdom. Its main office is based in Canary Wharf, London, with another office in Edinburgh. . |
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