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Schlumberger and Convergent Group Announce Definitive Merger Agreement.

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NEW YORK & DENVER--(BUSINESS WIRE)--October 16, 2000

Schlumberger Limited (NYSE:SLB) and Convergent Group Corporation (NASDAQ:CVGP) announced today the execution of a definitive merger agreement whereby Schlumberger has agreed to acquire a majority interest in Convergent Group for cash consideration of $8.00 per share, for approximately $276 million.

The transaction will be structured as a tender offer to be commenced within ten business days from October 13, 2000 for any and all outstanding shares of Convergent Group common stock, followed by a merger cashing out any untendered shares at the same $8.00 per share price. The executive management of Convergent Group and an affiliate of Convergent Group's largest client Cinergy Corp. (NYSE:CIN), representing approximately 28% of the Convergent Group outstanding shares will become stockholders of the new entity, Convergent Holding Corporation. Glenn E. Montgomery will remain President and Chief Executive Officer of Convergent Group, which will continue to operate as a separate company. The merger agreement and the tender offer were negotiated and approved by a committee of independent directors of Convergent Group.

Before goodwill amortization the effect on Schlumberger 2001 operating income is expected to be slightly accretive. The anticipated effect on 2001 net income and earnings per share is not material.

Convergent Group is a leading builder of digital enterprises, providing business consulting, software engineering, system integration and project management services that enable utility and local government clients to increase operational efficiencies, improve customer service and implement Internet-based business systems.

"Convergent Group's unique professional services offering and knowledge of the utility industry is a natural fit complementing the Schlumberger value-added solution approach to business in the utility sector," said Clermont Matton, executive vice president of Schlumberger Resource Management Services. "Convergent Group's expertise in system integration, combined with CellNet's fixed-network and data management technologies, positions Schlumberger as a leading provider of business solutions to the increasingly competitive utility sector."

"We are very excited to be joining forces with Schlumberger," said Glenn E. Montgomery, chief executive officer of Convergent Group. "The combined services portfolio of Convergent Group and Schlumberger will allow our companies to bring a new level of service and technology to the marketplace and significantly enhance our ability to expand Convergent Group's presence in the global digital economy."

About the companies

Schlumberger Limited is a global leader in technical services spanning the oil and gas, utility, semiconductor testing, smart cards, and network and Internet solutions industries. Schlumberger revenue was $8.4 billion in 1999. Additional information is available from Realtime [], the Schlumberger corporate website.

Convergent Group, founded in 1985, is a leading end-to-end business transformation provider for utilities and local government. The company engineers, builds and manages digital business solutions that allow utilities and local governments to transform their organizations into digital business enterprises where employees, contractors and customers can transact business on a real-time basis using the Internet. The company has offices in Denver, Boston, London and Brisbane. Visit Convergent Group on the World Wide Web at

Notice to Read Tender Offer Documents:

A Tender Offer Statement on Schedule TO will be filed by Schlumberger and others and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed by Convergent Group with the Securities and Exchange Commission (SEC). You are urged to read the Tender Offer Statement and any other relevant documents to be filed with the Commission. The Tender Offer Statement, the solicitation/recommendation statement on Schedule 14D-9 and other documents filed with the SEC will contain important information that you should consider before making any decision regarding the tender offer and related transactions. You may obtain a free copy of the Tender Offer Statement and other documents filed by Schlumberger and Convergent Group with the Commission at the Commission's web site at The Tender Offer Statement and other documents to be filed with the Commission by Schlumberger will be available free of charge from Schlumberger by directing a request to Schlumberger Limited, 277 Park Avenue, New York, NY 10172. In addition, the Solicitation/Recommendation Statement on Schedule 14D-9 and other documents to be filed with the Commission by Convergent Group may be obtained free of charge from Convergent by directing a request to 6399 South Fiddler's Green Circle, Suite 600, Englewood, Colorado 80111.
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Publication:Business Wire
Date:Oct 16, 2000
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