-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V3OOP2XSbOlvwBxjKTbTOBmqaWId781yyfWLErOTYXp/CB7sdNPjWFtApcycbwt+ 5GoOgsv9KlSqXea+QnhC1Q== 0000950123-03-006148.txt : 20030516 0000950123-03-006148.hdr.sgml : 20030516 20030516081340 ACCESSION NUMBER: 0000950123-03-006148 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030516 GROUP MEMBERS: AMGIS ACQUISITION CO. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNAVANT INC CENTRAL INDEX KEY: 0001116141 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 222940965 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-60083 FILM NUMBER: 03707148 BUSINESS ADDRESS: STREET 1: 3445 PEACHTREE RD NE STREET 2: STE 1400 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4048414000 FORMER COMPANY: FORMER CONFORMED NAME: ST SPIN INC DATE OF NAME CHANGE: 20000605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DENDRITE INTERNATIONAL INC CENTRAL INDEX KEY: 0000880321 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 222786386 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 1200 MOUNT KEMBLE AVE CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: 2014251200 MAIL ADDRESS: STREET 1: 1200 MOUNT KEMBLE AVE CITY: MORRISTOWN STATE: NJ ZIP: 07960-6797 SC TO-C 1 y86779tcsctovc.txt SCHEDULE TO PRELIMINARY COMMUNICATIONS SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO TENDER OFFER STATEMENT under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Synavant Inc. (Name of Subject Company (issuer)) Amgis Acquisition Co. a Wholly Owned Subsidiary of Dendrite International, Inc. (Names of Filing Persons) (offerors)) Common Stock, Par Value $.01 Per Share (Including the Associated Preferred Share Purchase Rights) (Title of Class of Securities) 068480201 (CUSIP Number) Christine A. Pellizzari General Counsel Dendrite International, Inc. 1200 Mt. Kemble Avenue Morristown, New Jersey 07960-6797 (973) 425-1200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Ronald H. Janis, Esq. Pitney, Hardin, Kipp & Szuch LLP 200 Campus Drive Florham Park, New Jersey 07932 (973) 966-8263 CALCULATION OF FILING FEE Transaction Valuation Amount of Filing Fee Not Applicable Not Applicable [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Filing Party: Form or Registration No.: Date Filed: [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] [DENDRITE LOGO] Press Release FOR IMMEDIATE RELEASE Dendrite Proposes to Increase Offer for Synavant Uses Contractual Match Right To Move Forward In Closing Synavant Acquisition Morristown, NJ May 15, 2003-Dendrite International, Inc. (NASDAQ: DRTE) today announced that it has proposed to increase its offer to acquire Synavant Inc. (NASDAQ: SNVT) to $3.22 per share. Dendrite had previously reached an agreement to acquire Synavant for $2.83 per share. All other terms and conditions previously agreed to by Dendrite and Synavant would remain unchanged. The proposal has not been approved by the Synavant board of directors. Accordingly, Dendrite will commence a tender offer tomorrow at $2.83 per share for all issued and outstanding Synavant common stock. Any tender offer by Dendrite would be subject to the condition that shareholders representing a majority of Synavant's outstanding common stock ownership tender their shares, as well as other customary conditions. The transaction would continue to be scheduled to close in June, 2003. Dendrite's revised offer is in response to Cegedim SA's proposal to acquire Synavant for $3.15 per share, made yesterday. By increasing its offer, Dendrite is taking advantage of its right to make a matching offer for Synavant as contained in its May 9, 2003 agreement with Synavant. John Bailye, Chairman and Chief Executive Officer of Dendrite, said, "We urge Synavant's Board to reaffirm our agreement. It is important for Synavant's customers and employees to end the current vagaries. We are fully committed to close this transaction and firmly believe that Synavant, -2- by broadening our service offerings and extending our global reach, is a perfect fit with Dendrite's business and will enhance shareholder value." About Dendrite Dendrite develops and delivers solutions that increase the productivity of sales, marketing, and clinical processes for pharmaceutical and other life science clients. For more information, visit www.dendrite.com. This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer would be made only through an offer to purchase and related letter of transmittal. Investors and security holders are strongly advised to read the tender offer statement regarding the tender offer referred to in this press release, if and when such document is filed and becomes available, because it will contain important information. The tender offer statement would be filed by Dendrite International, Inc. with the Securities and Exchange Commission (SEC). Investors and security holders may obtain a free copy of the tender offer statement (if and when filed and available) and other relevant documents on the SEC's web site at: www.sec.gov. Any such tender offer statement and related materials may also be obtained for free by directing such requests to Dendrite International, Inc. (973) 425-1200. Investor Relations Kathy Donovan 908-541-5863 investorrelations@dendrite.com Note: Dendrite is a registered trademark of Dendrite International, Inc. Dendrite International, Inc. will file solicitation materials with the SEC relating to Dendrite's solicitation of written consents from the stockholders of Synavant Inc. Investors and security holders are strongly advised to read any such definitive consent statement, when and if it is filed and becomes available, because it will contain important information. The definitive consent statement would be filed by Dendrite International, Inc. with the SEC. Investors and security holders can obtain a free copy of the consent statement (if and when it is filed and available) and other relevant documents on the SEC's web site at: www.sec.gov. The consent statement and related materials may also be obtained for free by directing such requests to Dendrite International, Inc. (973) 425-1200. This document contains forward-looking statements that are based on Dendrite International, Inc.'s current expectations, estimates and projections. The statements may be identified by such forward-looking terminology as "expect," "believe," "may," " will," "intend," "plan," and similar statements or variations. Such forward- -3- looking statements are based on our current expectations, estimates, assumptions and projections and involve certain significant risks and uncertainties, including that a majority of Synavant's shareholders will not tender their shares to Dendrite; Synavant will receive an offer from a third party; or Dendrite will become involved in additional litigation regarding the acquisition of Synavant; and including those which may result from our dependence on the pharmaceutical industry; fluctuations in quarterly revenues due to lengthy sales and implementation cycles for our products, our fixed expenses in relation to fluctuating revenues and variations in customers' budget cycles; dependence on major customers; changes in demand for our products and services attributable to the current weakness in the economy; successful and timely development and introduction of new products and versions; rapid technological changes; increased competition; international operations; acquisitions; events which may affect the U.S. and world economies; our ability to manage our growth; the protection of our proprietary technology; our ability to compete in the Internet-related products and services market; the continued demand for Internet-related products and services; the ability of our third party vendors to respond to technological change; our ability to maintain our relationships with third-party vendors; the potential for hostilities in the Middle East and Asia and the resulting impact on our business and the business and needs of our customers; and catastrophic events which could negatively affect our information technology infrastructure. Other important factors that should be considered are included in the Company's 10-K, 10-Qs, and other reports filed with the SEC. Actual results may differ materially. The Company assumes no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or other changes affecting such forward-looking statements. ### -----END PRIVACY-ENHANCED MESSAGE-----