Filed by eshare communications,
Inc. pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company:
eshare communications, Inc.
Commission File No. 0-22317
[divine logo] N E W S R E L E A S E
www.divine.com [NASDAQ LOGO] : DVIN
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divine Contacts eshare Contacts
Individual Investors: Press Inquiries: Press Inquiries:
Brenda Lee Johnson Susan Burke/Anne Schmitt Loyd Olson
Direct: 773.394.6873 Direct: 773.394.6746 / 6827 Direct: 770.239.4524
Brenda.Johnson@divine.com Susan.burke@divine.com lolson@eshare.com
Anne.Schmitt@divine.com
divine signs definitive agreement to acquire eshare
Acquisition to add industry-leading customer interaction management (CIM)
solutions to divine's enterprise collaboration and interaction offerings
CHICAGO - July 9, 2001 - divine, inc. (Nasdaq: DVIN), a leader in community-
facing enterprise solutions offering global businesses the ability to improve
collaboration, workflow, and business relationships by delivering a powerful
combination of services, technology and managed application capabilities,
announced today that it has signed a definitive agreement to acquire eshare
communications, Inc., (Nasdaq: ESHR), a leading provider of customer interaction
management (CIM) solutions.
Under the proposed terms of the stock-for-stock merger agreement, divine will
acquire all of the outstanding shares of eshare common stock at a price per
share of between $3.12 and $3.653, depending on divine's trading price prior to
the closing of the transaction. Based upon divine's closing price on July 6,
2001, the transaction would have an aggregate value of approximately $71.1
million. The transaction has been approved by the Board of Directors of each
company. The transaction also is subject to customary approvals, including by
eshare's shareholders and, to the extent required, divine's stockholders. The
transaction is expected to close by the end of September 2001 and to positively
impact divine's 2002 operating results.
eshare, which reported revenue of $83.96 million for the year ended Dec. 31,
2000, provides industry-leading CIM solutions that help businesses establish and
maintain high-quality relationships with their customers through various
communication channels, including email, the Web and telephony. eshare's range
of customer interaction solutions and services enable companies to create and
sustain cost-effective real-time customer dialogue.
"Today, business is about relationships and creating loyal communities within
the supply chain, not just about transactions. Managing customer relationships
and interactions is an absolute centerpiece of a successful strategy for any
company," said divine Chairman and Chief Executive Officer Andrew "Flip"
Filipowski. "A critical component of divine's strategy is providing net-native
community-facing applications and web services combined with professional
services and managed applications capabilities that promote interaction and
collaboration among all of an enterprise's business communities and fully
integrate with their core systems. eshare's offerings, combined with our
existing collaborative applications, portal technology, web services
infrastructure, knowledge resources and delivery capability, will give our
global combined customer base the ability to deploy community-facing
applications capable of enhancing the customer's brand and building loyalty
within their targeted communities."
"Communicating with customers is increasingly important in today's global
economy. Today's technology makes these interactions dramatically more
challenging, but also ripe for more opportunity to engage customers on their
terms, to improve customer satisfaction and retention, and bolster bottom-line
results," said eshare Chairman and CEO Aleksander Szlam. "eshare has a 20-year
history of developing solutions that help companies interact with customers
successfully and efficiently across all significant touch-points, whether over
the phone or through the Internet. The combined solution offerings and global
delivery capability of the combined eshare and divine will provide our customers
with superior expert services, truly innovative and unique approaches to
building customer loyalty, and provide amazing growth opportunities for our
businesses and our shareholders."
eshare offers solutions in four main areas: call center management, Web
collaboration, email management and online communities, as well as expert
professional services to support the planning, implementation, education and
customization of its CIM technological solution. eshare has provided telephony
call center solutions for nearly 20 years. Its Conversations(TM) product is one
of the industry standards for outbound calling and campaign management for some
of the world's largest financial services centers, retailers and utilities.
eshare's NetAgent(TM) Suite and other Internet applications provide Internet-
based email management, collaborative chat, enterprise customer service and
support, customer self-service, instant messaging, live conferencing, distance
learning, community chat, threaded discussion forums and a variety of
integration tools.
eshare has more than 2,500 customer sites in over 40 countries worldwide,
including eight of the top 10 companies in the Fortune 50. Its customers
include; Amex, CitiGroup, Compaq, Dow Jones & Company, Dun & Bradstreet UK,
First USA Bank, NBC, Sprint Corp., ABB Automation, Autobytel, Biztravel.com,
Cabela's, Talbots Direct Marketing and Victoria's Secret. eshare has
approximately 375 employees.
eshare Chairman and CEO Aleksander Szlam will join divine's executive team as
Chief Strategy Officer of the combined entity and President of the divine eshare
CIM Business Unit, which will operate worldwide as a wholly owned subsidiary.
eshare Chief Operating Officer George Landgrebe will become COO of the eshare
CIM Business Unit within divine's technology and knowledge resource unit.
"eshare has achieved significant operating improvements during the past two
years in global customer satisfaction, financial performance, building and
delivering market-leading products and services, and assembling a top-quality
management team," said George Landgrebe. "Because of these actions, we are on
track with previous financial guidance for Q2 and we believe eshare is well
positioned for strong and profitable growth that will establish the combined
entity as a leader in customer interaction management."
eshare has its headquarters in Norcross, Ga., and has offices in New York, Los
Angeles, Chicago, Leesburg, Va., and international locations in France and the
United Kingdom.
divine Chairman and CEO Flip Filipowski and eshare Chairman and CEO Aleksander
Szlam will participate in a conference call for reporters and analysts at 1:30
p.m. EST. To participate, call 877.939.1574. The Passcode is "divine" and the
conference leader is Ms. Susan Burke.
About divine, inc.
divine, inc., (Nasdaq: DVIN) delivers a dynamic combination of services, Web-
based technology, and managed applications capability that enables businesses to
rapidly deploy advanced enterprise solutions that are integrated with every
aspect of their business strategy and existing technical systems. Founded in
1999, Chicago-based divine is a leader in promoting the development of new
technologies, products, and services that improve how businesses manage
information, engage their constituents, and develop new market opportunities.
For more information, visit the company's web site at www.divine.com.
About eshare communications, Inc.
Norcross, Ga.-based eshare communications, Inc., (www.eshare.com) is a premier
provider of integrated customer interaction management (CIM) solutions that
power the customer relationship strategies of businesses conducting traditional
and Internet commerce. eshare leverages its expertise in Web-based and
traditional call center technologies to provide more than [2,500] businesses
with comprehensive, scalable and integrated customer interaction solutions. Its
applications facilitate marketing, sales and service outcomes and optimize
customer lifetime value while building brand loyalty. eshare was formed by the
September 1999 merger of Melita International, Inc., a leader in telephony-based
customer contact management, and eShare Technologies, Inc., a leader in Web-
based customer care solutions.
# # #
(C) 2001 divine, inc. divine is a trademark of divine, inc. eshare,
Conversations and NetAgent are trademarks of eshare communications, Inc. All
trademarks, trade names, service marks and logos referenced herein belong to
their respective companies.
A REGISTRATION STATEMENT AND PROXY STATEMENT RELATING TO THE DIVINE, INC. COMMON
STOCK TO BE ISSUED IN THE TRANSACTION WILL BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION AS SOON AS PRACTICABLE. WHEN FILED, COPIES OF THIS AND
OTHER RELATED DOCUMENTS MAY BE OBTAINED FREE OF CHARGE FROM THE SEC WEBSITE
(www.sec.gov). THESE DOCUMENTS SHOULD BE CAREFULLY REVIEWED BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
Important Notice
The statements contained in this news release that are forward-looking are based
on current expectations that are subject to a number of uncertainties and risks,
and actual results may differ materially. The uncertainties and risks include,
but are not limited to, failure of the transaction to close due to the failure
to obtain regulatory or other approvals, failure of the eshare communications,
Inc. shareholders and, if such consent is required, failure of the divine
stockholders to approve the transaction, the risk that the eshare
communications, Inc. business will not be integrated successfully or that divine
will incur unanticipated costs of such integration, fluctuations in the trading
price and volume of divine's stock, the combined companies' ability to develop
new products and services and enhance and support existing products and
services, the combined companies' ability to maintain eshare communication,
Inc.'s vendor and strategic partner relationships and retain key employees,
competitive pressures, system failures, economic and political conditions,
changes in customer behavior and the introduction of competing products having
technological or other competitive advantages. For a detailed discussion of
these and other cautionary statements, please refer to the registration
statement to be filed by divine. with the SEC relating to this transaction.
Further information about risks and uncertainties relating to the companies and
their most recent respective businesses can be found in their most respective
Forms 10-K and 10-Q filed with the SEC.