1
Filed by Eprise Corporation
Pursuant to Rule 425 under the
Securities Act of 1933
Commission File No. 0-29319
Subject Companies: Eprise Corporation
divine, inc.
NEWS RELEASE
www.divine.com NASDAQ: DVIN
--------------
DIVINE EPRISE
INVESTORS: MEDIA INQUIRIES: MEDIA INQUIRIES: INVESTORS:
Brenda Lee Johnson Susan Burke/Anne Schmitt Dan Sher or Ken Peters Milt Alpern
Direct: 773.394.6873 Direct: 773.394.6746/ 6827 978.474.1900 508.661.5200
brenda.johnson@divine.com susan.burke@divine.com eprise@pancomm.com malpern@eprise.com
anne.schmitt@divine.com
FOR IMMEDIATE RELEASE
DIVINE SIGNS DEFINITIVE AGREEMENT TO ACQUIRE EPRISE
Acquisition expected to position divine as the first company to address the
entire spectrum of content management and delivery needs
CHICAGO AND FRAMINGHAM, MASS. - SEPTEMBER 18, 2001 - DIVINE, INC., (NASDAQ:
DVIN), a premier provider of services, technology and managed applications that
extend the enterprise through collaboration, interaction and knowledge
solutions, and Eprise Corporation (Nasdaq: EPRS), a leading provider of content
management solutions, announced today that they have signed a definitive
agreement for divine to acquire Eprise in a stock-for-stock merger. Under the
terms of the merger agreement, divine will acquire all of the outstanding shares
of Eprise common stock for approximately 54 million shares of divine Class A
common stock. Eprise stockholders are expected to receive 2.4233 shares of
divine Class A common stock in exchange for each share of Eprise common stock.
The acquisition is expected to broaden divine's content management solution
offerings, positioning divine as one of the first companies to address the
entire spectrum of content management and delivery needs. Eprise Participant
Server's industry-leading capabilities for putting content contribution and
management in the hands of business users, as well as its ease of implementation
and deployment, extends divine's ability to provide content management solutions
that fit any corporate need.
"Businesses are struggling with the challenge of managing unprecedented volumes
of information and distributing that information to key internal and external
audiences. At the same time, these companies are increasingly seeking broader
product suites from fewer solution providers," said divine Chairman and Chief
Executive Officer Andrew "Flip" Filipowski. "Our acquisition of Eprise, as well
as our recently announced plans to acquire Open Market, should enable divine to
provide our customers with a full range of software applications and services to
help them leverage all of their information assets. In addition, we expect to
integrate the best technology and capabilities of Eprise, Open Market and divine
over time to strengthen our enterprise knowledge services."
2
Licensed by more than 150 customers, Eprise Participant Server(R) enables
businesses to build effective end-user focused intranets, extranets and public
Web sites by distributing content contribution and management responsibilities
to users throughout an organization. Its content templates and automated
approval workflow capabilities enable business users to actively contribute Web
content, ensuring that content is timely, accurate and relevant, and freeing
valuable IT resources. Eprise Participant Server is designed to run on both
Windows and Solaris platforms. The Eprise Professional Services Group employs an
"outside-in" discovery and planning methodology that helps businesses
effectively plan, implement, measure, and enhance their Web sites.
"divine recognizes that Eprise's best-of-breed content management solution will
enhance its strategy to help businesses improve their interaction and sharing of
knowledge with their customers, partners, and employees," said Joe Forgione,
president and CEO of Eprise. "By combining Eprise products and skills with
divine's powerful products and distribution, we can bring the benefits of Eprise
to a much wider audience around the world."
The Board of Directors of each company has approved the transaction and
recommended it to their respective stockholders. The transaction is subject to
customary approvals, including by Eprise stockholders and, to the extent
required, divine's stockholders. The transaction is expected to close during the
fourth quarter of 2001.
"In addition to strengthening divine's strategic position in content management,
our acquisition of Eprise makes excellent economic sense and contributes
substantially to divine's revenue and to our already significant cash position,"
said divine Chief Financial Officer Michael Cullinane. Framingham, Mass.-based
Eprise reported Fiscal Year 2000 revenue of $19.0 million.
Eprise has more than 150 employees in regional offices across the United States,
as well as in Canada, Germany, and the United Kingdom. In addition, Eprise
Participant Server is available in English, German and Japanese editions.
divine and Eprise also signed a reseller agreement that enables the divine sales
force to immediately begin selling Eprise products.
divine Chairman and CEO Flip Filipowski and Joe Forgione, president and CEO of
Eprise, will participate in a conference call for reporters and analysts at 1
p.m. Eastern on September 18, 2001. To participate, call 888.469.0955. The
passcode is "DIVINE."
ABOUT DIVINE, INC.
divine, inc., (Nasdaq: DVIN) is a premier provider of services, technology and
managed applications that extend the enterprise through collaboration,
interaction and knowledge solutions. These solutions increase operational
efficiency, create business opportunities, advance brands, and build customer
loyalty by enabling businesses to create meaningful interaction and
collaboration within their markets and business communities, manage internal and
external knowledge resources, and deploy cutting-edge technologies that are
fully integrated with core business systems.
3
Founded in 1999, divine focuses on Global 2000 and high-growth middle market
firms, government agencies, and educational institutions, and currently serves
over 500 customers. For more information, visit the company's web site at
www.divine.com.
ABOUT EPRISE CORPORATION
Eprise Corporation (Nasdaq: EPRS) provides Strategic Content Management
solutions that enable businesses to gain competitive advantage by focusing on
the needs of the business user. Its solutions are comprised of products and
services that support the use of industry best practices for managing the entire
content life cycle. Eprise Professional Services uses a proven methodology to
assist organizations with their content initiatives by helping them to focus the
needs of a content management solution from the business user's perspective. As
part of its best-of-breed approach, Eprise forms strategic alliances with
technology companies to extend the capabilities of Eprise Participant Server and
its partners' offerings. By integrating its products with offerings from
companies such as Microsoft, IBM, Inktomi and Verity, Eprise offers an even more
robust content management environment, enabling customers to improve site
effectiveness and drive e-business success.
With headquarters located in Framingham, Mass., Eprise has expanded to include
regional offices across the United States, as well as in Canada, Germany, and
the United Kingdom. Global market distribution of Eprise Participant Server
includes Canada, Europe and Asia Pacific including both German and Japanese
versions of Eprise Participant Server.
# # #
(C)2001 divine, inc. divine is a trademark of divine, inc. Eprise and Eprise
Participant Server are registered trademarks of Eprise Corporation. All other
product and company names mentioned herein are trademarks of their respective
owners.
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS FOR THE EPRISE
CORPORATION MERGER WHEN IT IS AVAILABLE, 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://ww.sec.gov. In addition,
you may obtain these documents and the SEC filings that are incorporated by
reference into these documents free of charge by making your request to the
respective contacts listed at the beginning of this news release.
divine, inc. and Eprise Corporation and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies from
the stockholders of divine and Eprise 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. Information
regarding Eprise's directors and executive officers is included in Eprise's
proxy statement for its 2001 Annual Meeting, which was filed with the SEC on
April 18, 2001. Additional information regarding both companies will be included
in the joint proxy statement/prospectus regarding the proposed transaction when
it becomes available.
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 proposed transaction to close due to the
failure to obtain regulatory or other approvals; failure of the Eprise
Corporation stockholders and, if their consent is required, failure of the
divine stockholders to approve the transaction; the risk that the Eprise
Corporation business and other acquired businesses will not be integrated
successfully or that divine will incur unanticipated costs of integration;
divine's ability to execute its integrated Web-based technology, professional
services, and managed
4
applications strategy; divine's ability to develop enterprise Web software and
services; the uncertainty of customer demand for enterprise Web software and
services; the combined companies' ability to develop new products and services
and enhance and support existing products and services; the combined companies'
ability to maintain Eprise's vendor and strategic partner relationships and
retain key employees; increasing competition from other providers of software
solutions and professional services; fluctuations in the trading price and
volume of divine's stock; and other unanticipated events and conditions. 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 respective businesses can be found in their most recent
respective Forms 10-K and 10-Q filed with the SEC.