Dendrite Announces Proposal To Acquire Synavant For $2.50 Per Share; Offer Represents Almost 9% Premium Over Implied Value Of Synavant-Cegedim Merger.Business Editors MORRISTOWN, N.J.--(BUSINESS WIRE)--April 21, 2003 Additional Legend To Press Release Issued By Dendrite dendrite: see nervous system; synapse. Earlier Today Dendrite 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 ) re-issued the press release it issued earlier today with an additional legend. The revised press release follows: Dendrite International, Inc. (NASDAQ: DRTE) today announced that it has made a proposal to the Board of Directors of Synavant Inc. to acquire all of the outstanding shares of Synavant, Inc. (NASDAQ: SNVT SNVT Standard Network Variable Types SNVT Short No Voltage Tester ) at a cash price of $2.50 per share. This represents almost a 9% premium over the $2.30 per share price Cegedim, S.A. has agreed to pay Synavant in their proposed merger. Dendrite also announced today the filing of a complaint in the Delaware Chancery Court The Chancery Court of York is an ecclesiastical court for the Province of York of the Church of England. The presiding officer, the Official Principal and Auditor, has been the same person as the Dean of the Arches since the nineteenth century . seeking to invalidate in·val·i·date tr.v. in·val·i·dat·ed, in·val·i·dat·ing, in·val·i·dates To make invalid; nullify. in·val the Synavant-Cegedim merger agreement and the inappropriate termination and expense fees payable to Cegedim thereunder as well as other contended costs. The lawsuit also seeks to compel Compel - COMpute ParallEL Synavant to waive To intentionally or voluntarily relinquish a known right or engage in conduct warranting an inference that a right has been surrendered. For example, an individual is said to waive the right to bring a tort action when he or she renounces the remedy provided by law for such its poison pill A defensive strategy based on issuing special stock that is used to deter aggressors in corporate takeover attempts. The poison pill is a defensive strategy used against corporate takeovers. and compliance with Delaware General Corporation Law Section 203 as it has done for Cegedim. Dendrite has indicated that it would increase its offer to Synavant stockholders should the termination fees termination fee The one-time charge for terminating or transferring an individual retirement account. If a financial institution charges a termination fee, the fee must be spelled out in the original agreement that is signed when the account is opened. be invalidated in·val·i·date tr.v. in·val·i·dat·ed, in·val·i·dat·ing, in·val·i·dates To make invalid; nullify. in·val . "We are hopeful that Synavant's Board will consider the best interests of its stockholders and respond favorably to our proposal," said John E. Bailye, Dendrite Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . "We are fully prepared to accept the same merger agreement as Cegedim, with minor modifications concerning employment and items not significant to the stockholders of Synavant so that Synavant stockholders can consider our $2.50 per share cash offer." Like the Cegedim merger, the merger with Dendrite would be a two-step process starting with a tender offer, which Dendrite is prepared to commence immediately. Dendrite's tender offer would be conditioned upon, among other things, the acquisition of at least a majority of outstanding Synavant shares. The offer would not be contingent on Adj. 1. contingent on - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent upon, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent the receipt of financing. The full terms of the tender offer would be contained in a filing with the Securities and Exchange Commission. The following is the full text of a letter sent by Mr. Bailye to the Board of Directors of Synavant on April 21, 2003, making the proposal and offering to negotiate a merger agreement: 21 April 2003 Board of Directors Synavant Inc. 3445 Peachtree Road, Suite 1400 Atlanta, Georgia 30326 Attention: Wayne P. Yetter, Chairman and Chief Executive Officer Wayne, Dendrite is offering to enter into a two-step acquisition transaction with Synavant, which Dendrite is prepared to commence immediately. In the first step a Dendrite subsidiary would make a tender offer for all outstanding Synavant shares at a price of $2.50 per share in cash. This is almost a 9% premium over the price per share Cegedim is offering. The tender offer would be subject to a minimum tender condition of at least 50.1% of outstanding shares. In the second step, the acquisition subsidiary and Synavant would merge and all remaining Synavant shares would be acquired for the same cash price per share of $2.50. The merger agreement would provide that each outstanding Synavant stock option would be entitled to a cash payment equal to the spread between $2.50 and exercise price per share of the option. The restricted stock units Restricted stock units Similar to restricted stock. However, the unit represents a promise that employees will receive stock in the future. The units do not pay dividends until the stock is vested. would also be paid at the same $2.50 price per share. The merger agreement would be conditioned on the same terms as the Cegedim merger agreement, including the removal of your anti-takeover defenses Noun 1. anti-takeover defense - resistance to or defense against a hostile takeover opposition, resistance - the action of opposing something that you disapprove or disagree with; "he encountered a general feeling of resistance from many citizens"; "despite . Dendrite has sufficient cash on hand to complete the transaction. Because Synavant directors have failed to conduct negotiations with us in accordance with its duties under Delaware law, Dendrite has filed a complaint in the Delaware Chancery Court seeking to have Synavant's merger agreement with Cegedim invalidated so that Synavant stockholders can receive the benefit of our higher offer. This lawsuit is necessary because the Board in the past has not negotiated with us in good faith despite our serious and superior offers to Synavant. If the termination and expense fee provisions in the merger agreement are invalidated, we would increase our offer to your stockholders. Very truly yours, John E. Bailye About Dendrite Dendrite develops and delivers solutions that increase value in sales, marketing, and clinical processes for pharmaceutical and other life science clients. For more information, visit www.dendrite.com. Note: Dendrite is a registered trademark of Dendrite International, Inc. This press release is neither an offer to purchase nor a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to sell securities. Any tender offer will be made only through an offer to purchase and related letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. . Investors and security holders are strongly advised to read the tender offer statement regarding the tender offer referred to in this press release, if and when such document is filed and becomes available, because it will contain important information. Any such tender offer statement would be filed by Dendrite International, Inc. with the Securities and Exchange Commission (SEC). Investors and security holders may obtain a free copy of the tender offer statement (if and when filed and available) and other relevant documents on the SEC's web site at: www.sec.gov. Any such tender offer statement and related materials may also be obtained for free by directing such requests to Dendrite International, Inc. at (973) 425-1200. If Dendrite International, Inc. commenced a tender offer, Dendrite International, Inc. would file a preliminary consent statement and other solicitation materials with the SEC relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc Dendrite's solicitation of written consents from the stockholders of Synavant Inc. Investors and security holders are strongly advised to read any such definitive consent statement, if and when it is filed and becomes available, because it will contain important information. The definitive consent statement would be filed by Dendrite International, Inc. with the SEC. Investors and security holders can obtain a free copy of the consent statement (if and when it is filed and available) and other relevant documents on the SEC's web site at: www.sec.gov. The consent statement and related materials may also be obtained for free by directing such requests to Dendrite International, Inc. at (973) 425-1200. This document contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. that are based on Dendrite International, Inc.'s current expectations, estimates and projections. The statements may be identified by such forward-looking terminology as "expect," "believe," "may," "will," "intend," "plan," and similar statements or variations. All "outlook" information constitutes forward-looking statements. Such forward-looking statements are based on our current expectations, estimates, assumptions and projections and involve certain significant risks and uncertainties, including those which may result from our dependence on the pharmaceutical industry; dependence on major customers; economic pressures and legislative and regulatory impact on our customers; fluctuations in quarterly revenues due to lengthy sales and implementation cycles for our products; our fixed expenses in relation to fluctuating revenues; successful and timely development and introduction of new products and versions; rapid technological changes; increased competition; international operations Internal Operations (I.O., IO or I/O) is a fictional American Intelligence Agency in Wildstorm comics. It was originally called International Operations. I.O. first appeared in WildC.A.T.S. volume 1 #1 (August, 1992) and was created by Brandon Choi and Jim Lee. ; acquisitions; our ability to attract and retain key personnel; 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; results from strategic relationships; risks associated with events that may affect the world economy, including military actions and threats of terrorism and other hostilities; catastrophic events which could negatively affect our information technology infrastructure; difficulties disposing of certain of our facilities; and unexpected changes in accounting regulations, standards or interpretations. Other important factors that should be considered are included in the company's 10-k, 10-qs, and other reports filed with the SEC. Actual results may differ materially. The company assumes no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or other changes affecting such forward-looking statements. |
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