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Filed by divine, inc. pursuant to
Rule 425 under the Securities Act
of 1933 and deemed filed pursuant
to Rule 14a-12 under the Securities
Act of 1934
Subject Company:
Eprise Corporation
Commission File No. 0-29319
The following is the description of the Merger Agreement (as defined below) and
the Merger (as defined below) contemplated thereby which was filed by divine,
inc. with the Securities and Exchange Commission under cover of a Current Report
on Form 8-K on September 20, 2001 (the "Form 8-K").
On September 17, 2001, divine, inc., a Delaware corporation ("divine"),
entered into a definitive Agreement and Plan of Merger (the "Merger Agreement")
by and among divine, Eprise Corporation, a Delaware corporation ("Eprise"), and
DI2 Acquisition Company, a Delaware corporation and a wholly-owned subsidiary of
divine (the "Merger Sub"), pursuant to which Eprise agreed to be acquired by
divine. Subject to the terms and conditions of the Merger Agreement, Merger Sub
will merge with and into Eprise (the "Merger"), with Eprise to survive the
Merger as a wholly-owned subsidiary of divine. In the Merger, each of the
approximately 22,284,000 shares of Eprise common stock issued and outstanding
immediately prior to the effective time of the Merger (the "Effective Time")
(including any shares that are restricted under the applicable Eprise stock
option plans) will be converted into the right to receive 2.4233 shares of
divine class A common stock. The ratio of shares of divine class A common stock
issuable per share of Eprise common stock is referred to as the "Exchange
Ratio".
In addition, each outstanding option to purchase shares of Eprise
common stock (each, an "Eprise Option") with an exercise price that, when
divided by the Exchange Ratio, is greater than the closing sale price of divine
class A common stock on the trading day immediately prior to the Effective Time,
will become exercisable, at an exercise price equal to such closing sale price
of divine class A common stock, for a number of shares of divine class A common
stock equal to the number of shares of Eprise common stock subject to the Eprise
Option. At the Effective Time, each outstanding Eprise Option with an exercise
price that, when divided by the Exchange Ratio, is less than or equal to the
closing sale price of divine class A common stock on the trading day immediately
preceding the Effective Time, will become exercisable, at an exercise price
equal to the exercise price of the Eprise Option divided by the Exchange Ratio,
for a number of shares of divine class A common stock determined by multiplying
the number of shares of Eprise common stock subject to such Eprise Option by the
Exchange Ratio. As of September 17, 2001, Eprise had outstanding options to
purchase an aggregate of approximately 1,799,000 shares of Eprise common stock,
with exercise prices ranging from $0.255 to $17.75.
Pursuant to the Merger Agreement, divine will assume, at the Effective
Time, each promise by Eprise to grant stock options in connection with its stock
option exchange program,
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and divine will grant to each such promisee a substitute option to purchase the
number of shares of divine class A common stock determined by multiplying the
number of shares of Eprise common stock subject to such promise by the Exchange
Ratio, at an exercise price equal to the closing sale price of divine class A
common stock on the trading day immediately preceding the Effective Time. Under
the stock option exchange program, which terminated on June 8, 2001, Eprise
accepted for exchange Eprise Options to purchase an aggregate of approximately
551,000 shares of Eprise common stock.
At the Effective Time, each outstanding warrant to purchase shares of
Eprise common stock will become a warrant to purchase a number of shares of
divine class A common stock at an exercise price as determined in accordance
with the terms of such warrant. As of September 17, 2001, Eprise had outstanding
warrants to purchase approximately 128,000 shares of Eprise common stock at an
exercise price of $1.27 per share, and approximately 226,000 shares of Eprise
common stock at an exercise price of $3.93 per share.
divine expects to issue an aggregate of approximately 54,000,000 shares
of its class A common stock in connection with the Merger. These shares would
represent approximately 16.0% of its issued and outstanding class A common stock
assuming that all of the previously announced transactions between divine and
each of eshare communications, Inc., Open Market, Inc., and RoweCom Inc. were
consummated. If none of those transactions were consummated, the class A common
stock divine expects to issue in connection with the Eprise Merger would
represent approximately 24.7% of its issued and outstanding class A common
stock.
The Merger is expected to close in the fourth quarter of 2001, and is
subject to (1) approval by Eprise's stockholders and, if necessary, divine's
stockholders, (2) the expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, (3) the effectiveness of
the S-4 registration statement relating to the issuance of shares of divine
class A common stock in the Merger to be filed by divine with the Securities and
Exchange Commission, and (4) satisfaction of other customary closing conditions.
Eprise provides software products and design and consulting services
that enable businesses to create and publish effective Web content quickly and
easily. Its core product, Eprise Participant Server, enables a business
organization to distribute this Web content management function among the
appropriate individuals within the enterprise who have responsibility for
particular aspects of that Web content. These individuals need no knowledge of
programming languages or other technical skills to use Eprise Participant
Server, thereby minimizing a customer's reliance on information technology
professionals and consultants. Eprise targets customers in a broad spectrum of
industries, including the financial services, technology, and manufacturing
industries. Eprise currently sells its products primarily in the United States.
For 1998, 1999, and 2000, Eprise reported revenues of $807,000,
$3,659,000, and $19,028,000, respectively, and net losses of $5,261,000,
$6,600,000, and $16,704,000, respectively. For the six months ended June 30,
2001, Eprise reported revenues of $8,270,000 and a net loss of $14,443,000.
Eprise had total assets of $63,756,000, including cash and cash equivalents of
$54,035,000, and total liabilities of $6,978,000 as of June 30, 2001.
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Reference is made to the Merger Agreement which was filed as Exhibit
2.1 to the Form 8-K and is incorporated by reference into this filing.
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS FOR
THE EPRISE CORPORATION MERGER WHEN IT IS FILED WITH THE SEC, AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. After they have been filed, you may
obtain these documents free of charge at the website maintained by the SEC at
http://www.sec.gov or from divine or Eprise.
divine, inc. and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the stockholders of divine
with respect to the transactions contemplated by the merger agreement.
Information regarding divine's directors and executive officers is included in
divine's proxy statement for its 2001 Annual Meeting, which was filed with the
SEC on April 30, 2001. Additional information regarding divine will be included
in the joint proxy statement/prospectus regarding the proposed transaction when
it becomes available.