September 18, 2001 — (WEB HOST INDUSTRY REVIEW) — divine, inc. (divine.com), a premier provider of services, technology and managed applications that extend enterprises throughcollaboration, and Eprise Corporation (eprise.com), a leading provider ofcontent management solutions, announced today that they have signed adefinitive agreement for divine to acquire Eprise in a stock-for-stockmerger.
Under the terms of the merger agreement, divine will acquire all of theoutstanding shares of Eprise common stock for approximately 54 millionshares of divine Class A common stock..
Eprise stockholders are expected to receive 2.4233 shares of divine Class Acommon stock in exchange for each share of Eprise common stock. Theacquisition is expected to broaden divine’s content management solutionofferings, positioning divine as one of the first companies to address theentire spectrum of content management and delivery needs.
Eprise Participant Server’s industry-leading capabilities for puttingcontent contribution and management in the hands of business users, as wellas its ease of implementation and deployment, extends divine’s ability toprovide content management solutions that fit any corporate need.
“Businesses are struggling with the challenge of managing unprecedentedvolumes of information and distributing that information to key internal andexternal audiences. At the same time, these companies are increasinglyseeking broader product suites from fewer solution providers,” said divinechairman and CEO Andrew “Flip” Filipowski. “Our acquisition of Eprise, aswell as our recently announced plans to acquire Open Market, should enabledivine to provide our customers with a full range of software applicationsand services to help them leverage all of their information assets. Inaddition, we expect to integrate the best technology and capabilities ofEprise, Open Market and divine over time to strengthen our enterpriseknowledge services.”
Licensed by more than 150 customers, Eprise Participant Server enablesbusinesses to build effective end-user focused intranets, extranets andpublic Web sites by distributing content contribution and managementresponsibilities to users throughout an organization.
Its content templates and automated approval workflow capabilities enablebusiness users to actively contribute Web content, ensuring that content istimely, accurate and relevant, and freeing valuable IT resources. EpriseParticipant Server is designed to run on both Windows and Solaris platforms.
The board of directors of each company has approved the transaction andrecommended it to their respective stockholders. The transaction is subjectto customary approvals, including by Eprise stockholders and, to the extentrequired, divine’s stockholders. The transaction is expected to close duringthe fourth quarter of 2001.
“In addition to strengthening divine’s strategic position in contentmanagement, our acquisition of Eprise makes excellent economic sense andcontributes substantially to divine’s revenue and to our already significantcash position,” said divine CFO Michael Cullinane. Framingham, Mass.-basedEprise reported Fiscal Year 2000 revenue of $19.0 million. Eprise has morethan 150 employees in regional offices across the United States, as well asin Canada, Germany, and the United Kingdom. In addition, Eprise ParticipantServer is available in English, German and Japanese editions.
