Dendrite International acquires a European Company.MORRISTOWN, N.J.--(BUSINESS WIRE)--May 8, 1996--Dendrite International, Inc. (NASDAQ/NMS:DRTE DRTE Defence Research Telecommunications Establishment ), the world's largest supplier of enterprise-wide customer management solutions to the pharmaceutical industry, today announced that it has signed an agreement to acquire SRCI SRCI Stentor Resource Centre Inc. SRCI Status, Request Command Inhibited S.A. (Montigny-le-Bretonneux, France), the largest provider of custom-designed sales force management systems in France for the Over-The Counter Drug and Cosmetics (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). ) and Consumer Packaged Goods (CPG CPG central pattern generators. ) Industries. The Transaction Under the terms of the agreement, Dendrite dendrite: see nervous system; synapse. will acquire all of the outstanding shares of SRCI for approximately $3.5 million in cash including transaction costs Transaction Costs Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it). . This transaction will be accounted for as a purchase and approximately $2.6 million of the purchase price will be allocated to purchased in-process research and development and written off as a one-time charge to earnings ($0.23 per share) in the second quarter of 1996. Due to the immediate investment necessary to begin marketing SRCI's products worldwide, the acquisition is expected to be dilutive to 1996 full-year earnings by about $.04 to $.07 per share (before any write-off connected with the purchase); however, management expects it to become accretive in 1997. "This acquisition represents an outstanding vehicle to facilitate Dendrite's expansion into major new vertical markets beyond the pharmaceutical business we have today," commented 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. John Bailye. "SRCI's business strategy has been very similar to ours in that they have gone far beyond the typical sales force productivity systems to create extremely 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. solutions based on their understanding of merchandising and other critical elements of their customers' business. Also in keeping with our general approach, SRCI provides tools that are designed to be used by sales representatives to interact with all levels of the retail chain from the individual store all the way to the national level. SRCI's products and specialized knowledge of the OTC and CPG industries combined with Dendrite's global infrastructure, distribution channels and support and services expertise constitute a dynamic growth opportunity." Patrice Retif, President of SRCI commented, "We are delighted to have the opportunity to team up with Dendrite. Although SRCI is well-established in France, Dendrite's global infrastructure and distribution capabilities will be essential to quickly and fully develop the market for our state-of-the-art products on a worldwide basis. Also, we are impressed with Dendrite's strong service capabilities and we expect that our existing customers will be too. We believe that a significant portion of our installed base represents a market for Dendrite's support and/or full outsourcing and data management services." SRCI will operate as a subsidiary of Dendrite, with Mr. Retif serving as the French general manager. While Dendrite expects that technical synergies can be achieved, the Dendrite and SRCI architectures will remain separate and the products will be marketed by separate sales forces. The provision of implementation and customer support services support services Psychology Non-health care-related ancillary services–eg, transportation, financial aid, support groups, homemaker services, respite services, and other services , however, will be centralized in each Dendrite subsidiary in order to leverage Dendrite's infrastructure and support capabilities. Dendrite expects to have the SRCI product available in every major country in which Dendrite operates by the end of 1997. About SRCI S.A. SRCI, founded in 1988, has 40 people located at its headquarters in France. The Company had sales of approximately $3.7 million for the fiscal year ended September 30, 1995, and has told Dendrite it expects sales of approximately $5.0 million for the calendar year ended December 31, 1996. Since its inception, The Company has offered customized software solutions to support field sales forces for several market sectors including the CPG (food and beverage F&B is a common abbreviation in the United States and Commonwealth countries, including Hong Kong. F&B is typically the widely accepted abbreviation for "Food and Beverage," which is the sector/industry that specializes in the conceptualization, the making of, and delivery of foods. ) and OTC (non prescription drug prescription drug Prescription medication Pharmacology An FDA-approved drug which must, by federal law or regulation, be dispensed only pursuant to a prescription–eg, finished dose form and active ingredients subject to the provisos of the Federal Food, Drug, and cosmetics) industries. The Company has an installed base of approximately 7,000 users and its current customers include Douwe Egberts (CPG-food), Cinzano (CPG-beverage), Loreal (OTC-cosmetics), WELLA (OTC-cosmetics), Neutrogena, and the Roc division of Johnson & Johnson (OTC-laboratories). SRCI is in the process of completing a new product which is based on the knowledge base acquired through the implementation of over 100 sales force automation Automating the sales activities within an organization. A comprehensive SFA package provides such functions as contact management, note and information sharing, quick proposal and presentation generation, product configurators, calendars and to-do lists. projects in the CPG/OTC sector. The new offering will be a standard product that is very complete and will enable SRCI to provide its customers with a shorter time-to-delivery. The technology is compatible with Dendrite's architecture and uses "open" architecture standards. About Dendrite International, Inc. Dendrite provides comprehensive enterprise-wide customer management solutions used to manage, coordinate and control the activities of large sales organizations in complex selling environments. Since its founding in 1987, Dendrite has focused primarily on pharmaceutical and health care clients worldwide, and it has become the largest global provider of electronic management software and related services to these industries. Headquartered in Morristown, NJ, Dendrite has offices in the United States, Western Europe, Japan, Australia and New Zealand New Zealand (zē`lənd), island country (2005 est. pop. 4,035,000), 104,454 sq mi (270,534 sq km), in the S Pacific Ocean, over 1,000 mi (1,600 km) SE of Australia. The capital is Wellington; the largest city and leading port is Auckland. . This press release may contain forward-looking statements which involve risks and uncertainties. Dendrite's actual results may differ significantly from the results discussed in such forward-looking statements. Factors that might cause such a difference include those mentioned under the heading "Certain Considerations" in Dendrite's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended December 31, 1995. A conference call will be held at 5:30 p.m. (EDT EDT abbr. Eastern Daylight Time EDT Eastern Daylight Time EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York EDT ) to discuss this acquisition. The phone numbers are as follows: Domestically: 1-800-399-DRTE (3783) Internationally: Australia 1-800-12-3798 Hong Kong 800-5469 Ireland 1-800-55-2552 New Zealand 0-800-447500 Italy 167-8-71691 France 05-910615 Germany 0130-8-18637 Israel 177-150-2074 Sweden 020-79-7609 Switzerland 155-1753 United Kingdom 0800-966732 CONTACT: John Bailye, CEO 201-425-2111 or Charles Warczakowski, VP Finance 201-425-2115 |
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