-----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, LVMJTej6bavW51/0c9qacM7RsFykNsvgUCoyMNds88uhyOVUA3NioQAkGgeWj6OO E0XxMngHZDAnepBxKIiw5Q== 0000950123-03-006468.txt : 20030523 0000950123-03-006468.hdr.sgml : 20030523 20030522214052 ACCESSION NUMBER: 0000950123-03-006468 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20030523 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-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60083 FILM NUMBER: 03717139 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-T/A 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-T/A 1 y86779a2sctovtza.txt AMENDMENT NO. 2 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE TO (RULE 14D-100) 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. DENDRITE INTERNATIONAL, INC. (NAMES OF FILING PERSONS (OFFERORS)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 87157A105 (CUSIP NUMBER) CHRISTINE A. PELLIZZARI, ESQ. 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 ON BEHALF OF FILING PERSONS) COPY TO: RONALD H. JANIS, ESQ. PITNEY, HARDIN, KIPP & SZUCH, LLP P.O. BOX 1945 MORRISTOWN, NEW JERSEY 07960 (973) 966-6300 CALCULATION OF FILING FEE: ================================================================================ TRANSACTION VALUATION* AMOUNT OF FILING FEE** - -------------------------------------------------------------------------------- $51,733,222.30 $4,185.22*** ================================================================================ * For purposes of calculating amount of filing fee only. This amount assumes (i) the purchase of all outstanding shares of common stock, par value $0.01 per share ("Common Stock"), of SYNAVANT Inc. (15,242,578 shares at March 31, 2003) at a purchase price of $3.22 in cash per share and (ii) the payment of cash in the amount of $3.22 in respect of each outstanding option and restricted stock unit to purchase shares of Common Stock with a per share exercise price or strike price that is less than $3.22 (1,842,381 shares at March 31, 2003) less the aggregate exercise price for all such options of $3,280,345.68. ** The amount of the filing fee calculated in accordance with Rule 0-11 Of the Securities Exchange Act of 1934, as amended, equals .0000809 multiplied by the transaction value. *** Previously paid in connection with the Offerors' Schedule TO filed with the Securities and Exchange Commission on May 16, 2003 and Amendment No. 1 to the Offerors' Schedule TO filed on May 21, 2003. [X] 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. [ ] 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: [ ] This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 16, 2003 and amended by Amendment No. 1 filed on May 21, 2003 (as amended, the "Schedule TO"), relating to the offer by Amgis Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of Dendrite International, Inc. (the "Purchaser"), a New Jersey corporation ("Dendrite"), to purchase all outstanding shares of common stock, par value $0.01 per share(the "Common Stock"), of SYNAVANT Inc., a Delaware corporation (the "Company"), including the associated preferred stock purchase rights (the "Rights" and, together with the Common Stock, the "Shares"), subject to the conditions described in the Offer to Purchase, dated May 16, 2003, as supplemented May 20, 2003 (as amended or supplemented from time to time, the "Offer to Purchase"), copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(M), respectively, and in the related Letter of Transmittal, a copy of which is filed herewith as Exhibit (a)(1)(B). This Amendment No. 2 to the Schedule TO is being filed on behalf of the Purchaser and Dendrite. Any capitalized terms used herein and not otherwise defined have the respective meanings ascribed to them in the Offer to Purchase and the Schedule TO, as applicable. The information in the Offer to Purchase and the related Letter of Transmittal, as amended or supplemented prior to the date hereof, is incorporated in this Amendment No. 2 to the Schedule TO by reference to all applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. 2 ================================================================================ ITEM 11. ADDITIONAL INFORMATION On May 22, 2003, Dendrite issued a press release announcing that it had begun to distribute the Offer to Purchase, Letter of Transmittal, and other materials to stockholders of the Company owning at least 100 Shares. The full text of the press release is attached as Exhibit (a)(1)(N) and is incorporated herein by reference. ITEM 12. MATERIALS TO BE FILED AS EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented as follows: (a)(1)(B) Exhibit (a)(1)(B) to the Schedule TO is hereby superseded and replaced by Exhibit (a)(1)(B) attached hereto, the Letter of Transmittal (amended as of May 20, 2003). (a)(1)(C) Exhibit (a)(1)(C) to the Schedule TO is hereby superseded and replaced by Exhibit (a)(1)(C) attached hereto, the Notice of Guaranteed Delivery (amended as of May 20, 2003). (a)(1)(E) Exhibit (a)(1)(E) to the Schedule TO is hereby superseded and replaced by Exhibit (a)(1)(E) attached hereto, the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (amended as of May 20, 2003). (a)(1)(F) Exhibit (a)(1)(F) to the Schedule TO is hereby superseded and replaced by Exhibit (a)(1)(F) attached hereto, the Letter to Clients for Use by Brokers, Dealers, Trust Companies, Commercial Banks and Other Nominees (amended as of May 20, 2003). (a)(1)(N) Press Release issued by Dendrite, dated May 22, 2003. ================================================================================ SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 22, 2003 Dendrite International, Inc. By: /s/ CHRISTINE A. PELLIZZARI ---------------------------- Name: Christine A. Pellizzari Title: Vice President, General Counsel & Secretary Amgis Acquisition Co. By: /s/ CHRISTINE A. PELLIZZARI ---------------------------- Name: Christine A. Pellizzari Title: President 3 INDEX OF EXHIBITS ================================================================================ Exhibit No. Document - --- -------- (a)(1)(A) Offer to Purchase dated May 16, 2003.* (a)(1)(B) Letter of Transmittal (amended as of May 20, 2003). (a)(1)(C) Notice of Guaranteed Delivery (amended as of May 20, 2003). (a)(1)(D) Guidelines for Substitute Form W-9.* (a)(1)(E) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (amended as of May 20, 2003). (a)(1)(F) Letter to Clients for Use by Brokers, Dealers, Trust Companies, Commercial Banks and Other Nominees (amended as of May 20, 2003). (a)(1)(G) Summary Newspaper Advertisement published in The Wall Street Journal on May 16, 2003.* (a)(1)(H) Press Release issued by Dendrite dated April 21, 2003 (incorporated herein by reference to the Tender Offer Statement on Schedule TO, dated April 21, 2003).* (a)(1)(I) Press Release issued by Dendrite dated May 9, 2003 (incorporated herein by reference to the Tender Offer Statement on Schedule TO, dated May 9, 2003).* (a)(1)(J) Press Release issued by Dendrite dated May 15, 2003 (incorporated herein by reference to the Tender Offer Statement on Schedule TO, dated May 16, 2003).* (a)(1)(K) Press Release issued by Dendrite dated May 18, 2003 (incorporated herein by reference to Exhibit 99.1 to Dendrite's Current Report on Form 8-K dated May 19, 2003).* (a)(1)(L) Secured Promissory Note dated May 16, 2003 by and between Dendrite and the Company (incorporated by reference to Exhibit 99.2 to Dendrite's Current Report on Form 8-K dated May 20, 2003).* (a)(1)(M) Supplement to Offer to Purchase dated May 20 2003.* (a)(1)(N) Press Release issued by Dendrite, dated May 22, 2003. 4 (b) Not applicable. (d)(1) Agreement and Plan of Merger, dated as of May 9, 2003, among Dendrite, Purchaser and the Company (incorporated by reference to Exhibit 99.1 to Dendrite's Current Report on Form 8-K dated May 12, 2003).* (d)(2) Confidentiality Agreement dated August 14, 2002 between the Company and Dendrite.* (d)(3) Letter Agreement dated May 9, 2003, by and among Dendrite, IMS Health Incorporated, and the Company.* (d)(4) Amendment No. 2 to the Rights Agreement, dated May 9, 2003, by and between the Company and Equiserve Trust Company, N.A. (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K dated May 12, 2003).* (d)(5) Amendment No. 1 to Agreement and Plan of Merger, dated May 16, 2003, among Dendrite, Purchaser and the Company (incorporated by reference to Exhibit 99.1 to Dendrite's Current Report on Form 8-K dated May 20, 2003).* (g) Not applicable. (h) Not applicable. * Previously Filed 5 EX-99.A.1.B 3 y86779a2exv99waw1wb.txt LETTER OF TRANSMITTAL EXHIBIT (A)(1)(B) LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK RIGHTS) OF SYNAVANT INC. AT $3.22 NET PER SHARE PURSUANT TO THE OFFER TO PURCHASE DATED MAY 16, 2003 AS SUPPLEMENTED MAY 20, 2003 BY AMGIS ACQUISITION CO. A WHOLLY-OWNED SUBSIDIARY OF DENDRITE INTERNATIONAL, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, JUNE 13, 2003, UNLESS THE OFFER IS EXTENDED. The Depositary for the Offer is: AMERICAN STOCK TRANSFER & TRUST CO. By Hand: By Overnight Courier: By Mail: 59 Maiden Lane 59 Maiden Lane 59 Maiden Lane Plaza Level Plaza Level Plaza Level New York, New York 10038 New York, New York 10038 New York, New York 10038
By Facsimile Transmission (For Eligible Institutions Only): (718) 234-5001 Confirm Receipt of Facsimile by Telephone Only: (718) 921-8200 or (800) 937-5449 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN AND COMPLETE THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW ON PAGE 7, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 SET FORTH BELOW ON PAGE 12 BEFORE DELIVERING TO THE DEPOSITARY. PLEASE READ CAREFULLY THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
- --------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED - --------------------------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY) - --------------------------------------------------------------------------------------------------------------------- TOTAL NUMBER OF SHARES TOTAL NUMBER OF CERTIFICATE REPRESENTED BY SHARES NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2) ------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- Total Number of Shares Tendered - --------------------------------------------------------------------------------------------------------------------- (1) Need not be completed by stockholders who deliver their Shares by book-entry transfer. (2) Unless otherwise indicated in this column, it will be assumed that all Shares represented by certificates delivered to the Depositary are being tendered. See Instruction 4. - ---------------------------------------------------------------------------------------------------------------------
[ ] Check here if a certificate has been lost, destroyed or stolen. See Instruction 11. This Letter of Transmittal is being delivered in connection with the Offer to Purchase, dated May 16, 2003, as supplemented May 20, 2003 (the "Offer to Purchase" and, together with any amendments or supplements thereto and this Letter of Transmittal, as amended or supplemented, the "Offer"), relating to the offer by Amgis Acquisition Co., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Dendrite International, Inc., a New Jersey corporation ("Dendrite"), to purchase all of the shares of common stock, par value $0.01 per share (the "Common Stock"), of SYNAVANT Inc., a Delaware corporation (the "Company"), including the associated preferred stock purchase rights (the "Rights") and, together with the Common Stock, the "Shares"), for $3.22 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase. WHEN TO USE THIS LETTER OF TRANSMITTAL. This Letter of Transmittal is to be used either if: (a) certificates representing the Shares (the "Share Certificates") are to be forwarded herewith; or (b) delivery of Shares is to be made by book-entry transfer described in the Offer to Purchase to an account maintained by the Depositary at the Book-Entry Transfer Facility (as defined in Offer to Purchase), unless an Agent's Message (as defined in the Offer to Purchase) is utilized. Stockholders whose certificates representing Shares are not immediately available or who cannot deliver to the Depositary either the certificates or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to the Shares, and all other documents required hereby, prior to the Expiration Date (as defined in the Offer to Purchase) must tender their Shares in accordance with the guaranteed delivery procedures described in the Offer to Purchase. See Instruction 2. DELIVERY OF THIS LETTER OF TRANSMITTAL OR ANY DOCUMENTS REQUIRED HEREBY TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. 2 HOW TO COMPLETE THIS LETTER OF TRANSMITTAL. After carefully reading the Instructions below, stockholders should: - indicate in the tables on the front cover the number of Shares you wish to tender, - check any applicable boxes and provide any required information on page 3, - provide special payment and/or special delivery instructions, if necessary, in the space provided on page 6, - sign the Letter of Transmittal, and procure any required signature guarantee, in the spaces provided on page 7, and - complete the Substitute Form W-9 on page 12. [ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND THEN COMPLETE THE FOLLOWING (NOTE THAT ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN THE SYSTEM OF THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES OF THE COMPANY COMMON STOCK BY BOOK-ENTRY TRANSFER): Name of Tendering Institution: ------------------------------------------------- Account Number at the Book-Entry Transfer Facility: ---------------------------- Transaction Code Number: ------------------------------------------------------- [ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY. ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING: Name(s) of Registered Owner(s): ---------------------------------------- Date of Execution of Notice of Guaranteed Delivery: ---------- , 2003 Name of Institution which Guaranteed Delivery: ------------------------- If delivered by book-entry transfer, check box: [ ] Name of Tendering Institution: --------------------------------------------- Account Number at the Book-Entry Transfer Facility: --------------------------------------------------- Transaction Code Number: --------------------------------------------------- NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY 3 Ladies and Gentlemen: The undersigned hereby tenders to Amgis Acquisition Co., a Delaware corporation (the "Purchaser") and a direct wholly-owned subsidiary of Dendrite International, Inc., a New Jersey corporation ("Dendrite"), the above-described Shares in exchange for payment of $3.22 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase and in this Letter of Transmittal (which, together with any amendments or supplements hereto or thereto, collectively constitute the "Offer"), receipt of which is hereby acknowledged. The Offer is being made pursuant to an Agreement and Plan of Merger, dated May 9, 2003, as amended on May 16, 2003 (the "Merger Agreement"), among Dendrite, the Purchaser and the Company. On the terms and subject to the conditions of the Offer (including the conditions set forth in the Offer to Purchase and together with, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), subject to, and effective upon, acceptance for payment of, and payment for, the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser, all right, title and interest in and to all of the Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after May 16, 2003 (collectively, "Distributions")), and irrevocably appoints American Stock Transfer & Trust Co. (the "Depositary") the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and any Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the fullest extent of such stockholder's rights with respect to such Shares (and any Distributions) (a) to deliver certificates for such Shares (and any such other Shares, securities or rights) or transfer ownership of such Shares (and any Distributions) on the account books maintained by the Book-Entry Transfer Facility together, in either such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Purchaser, (b) to present such Shares (and any Distributions) for transfer on the books of the Company and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any Distributions), all in accordance with the terms and the conditions of the Offer. The undersigned hereby irrevocably appoints each of the Purchaser and its executive officers as an attorney-in-fact and proxy of the undersigned, each with full power of substitution, to the full extent of such stockholder's rights with respect to the Shares tendered hereby which have been accepted for payment by the Purchaser prior to the time any such action is taken and with respect to which the undersigned is entitled to vote and with respect to any Distributions. The Purchaser and its executive officers will, with respect to the Shares and any Distributions for which the appointment is effective, be empowered to exercise all voting and any other rights of such stockholder, as they, in their sole discretion, may deem proper at any annual, special or adjourned meeting of the Company's stockholders, by written consent in lieu of any such meeting or otherwise. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, the Purchaser deposits the payment for such Shares with the Depositary. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares and any Distributions will be revoked, and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective). The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and any Distributions and, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good and marketable title thereto, free and clear of all liens, restrictions, charges and encumbrances, and the same will not be subject to any adverse claim. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby and any Distributions. All authority conferred, or agreed to be conferred, pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. 4 The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Purchaser may not be required to accept for payment any of the Shares tendered hereby. Unless otherwise indicated in the box labeled "Special Payment Instructions," please issue the check for the purchase price and/or return any certificates for Shares not tendered or accepted for payment in the name(s) of the registered holder(s) indicated in the above box labeled "Description of Shares Tendered." Similarly, unless otherwise indicated in the box labeled "Special Delivery Instructions," please mail the check for the purchase price and/or return any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) indicated in the above box labeled "Description of Shares Tendered." In the event that both of the boxes labeled "Special Delivery Instructions" and the "Special Payment Instructions" are completed, please issue the check for the purchase price and/or issue any certificates for Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated under "Special Payment Instructions," please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that the Purchaser has no obligation pursuant to the "Special Payment Instructions" to transfer any Shares from the name(s) of the registered holder(s) thereof if the Purchaser does not accept for payment any of the Shares so tendered. IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 11. 5 SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if the check for the purchase price of the Shares accepted for payment is to be issued in the name of someone other than the undersigned, if certificates for any Shares not tendered or not accepted for payment are to be issued in the name of someone other than the undersigned or if any Shares tendered hereby and delivered by book-entry transfer that are not accepted for payment are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account at the Book-Entry Transfer Facility indicated above. Issue [ ] check and/or [ ] certificates representing Shares to: Name: -------------------------------------------------------------------------- (PLEASE PRINT OR TYPE) Address: ---------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) - -------------------------------------------------------------------------------- TAX IDENTIFICATION OR SOCIAL SECURITY NO. (SEE SUBSTITUTE FORM W-9) - - Credit Shares delivered by book-entry transfer and not purchased to the following Book-Entry Transfer Facility account. Account No.: ------------------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5 AND 7) To be completed ONLY if certificates for any Shares not tendered or not accepted for payment and/or the check for the purchase price of any Shares accepted for payment are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown under "Description of Shares Tendered." Mail [ ] check and/or [ ] certificates representing Shares to: Name:-------------------------------------------------------------------------- (PLEASE PRINT OR TYPE) Address: ---------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) - -------------------------------------------------------------------------------- TAX IDENTIFICATION OR SOCIAL SECURITY NO. (SEE SUBSTITUTE FORM W-9) 6 IMPORTANT STOCKHOLDER: SIGN HERE (ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (SIGNATURE(S) OF OWNER(S)) Dated: - ------------------------ , 2003 (Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for Shares tendered or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.) Name(s): - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPE) Capacity (Full Title): - -------------------------------------------------------------------------------- Daytime Area Code and Telephone Number: - ----------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Tax Identification or Social Security Number: - ---------------------------------------------------------------------- (SEE SUBSTITUTE FORM W-9) GUARANTEE OF SIGNATURE(S) (IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5) FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE BELOW. Authorized Signature: - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- (PLEASE TYPE OR PRINT OR TYPE) Full Title and Name of Firm: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Daytime Area Code and Telephone Number: - ----------------------------------------------------------------------- Dated: - ------------------------------------------------------------, 2003 7 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal must be guaranteed by a firm (including most commercial banks, savings and loan associations and brokerage houses) that is a member of the Securities Transfer Agents Medallion Program, or by any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934 (each of the foregoing being referred to as an "Eligible Institution"), except in cases where Shares are tendered (i) by the registered holder(s) (which term, for purposes of this document, includes any participant in the Book-Entry Transfer Facility's system whose name appears on a security position listing as the holder(s) of the Shares) of Shares tendered herewith and such registered owner has NOT completed the box labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions" on this Letter of Transmittal or (ii) for the account of an Eligible Institution. See Instruction 5. 2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES OR BOOK-ENTRY CONFIRMATIONS. This Letter of Transmittal is to be used either if certificates are to be forwarded herewith or, unless an Agent's Message is utilized, if delivery of Shares are to be made pursuant to the procedures for tender by book-entry transfer set forth in the Offer to Purchase to an account maintained by the Depositary at the Book-Entry Transfer Facility. In order for Shares to be validly tendered pursuant to the Offer, a holder of Shares must, prior to the Expiration Date (a) deliver to the Depositary at its address set forth on the back cover of the Letter of Transmittal a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees, the Share Certificates to be tendered and any other documents required to be included with this Letter of Transmittal under the terms and subject to the conditions thereof and the Offer to Purchase, (b) cause such holder's broker, dealer, commercial bank, trust company or custodian to tender applicable Shares pursuant to the procedures for book-entry transfer described below or (c) comply with the guaranteed delivery procedures described below and in the Offer to Purchase. Stockholders whose certificates are not immediately available or who cannot deliver all other required documents to the Depositary on or prior to the Expiration Date or who cannot comply with the procedures for book-entry transfer on a timely basis may nevertheless tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery (or a facsimile thereof) pursuant to the guaranteed delivery procedure set forth below and in the Offer to Purchase. Pursuant to such guaranteed delivery procedures, (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery (or a manually signed facsimile thereof), substantially in the form provided by Purchaser, must be received by the Depositary prior to the Expiration Date and (iii) the Share Certificates, in proper form for transfer (or a confirmation of the book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility of Shares tendered by book-entry transfer), as well as this Letter of Transmittal properly completed and duly executed (or a facsimile thereof) with any required signature guarantees (or, in the case of a book-entry transfer, a Book-Entry Confirmation along with an Agent's Message), and any other documents required by this Letter of Transmittal, must be received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. A "trading day" is any day on which The Nasdaq National Market is open for business. If Share Certificates are forwarded at different times to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each such delivery. THE METHOD OF DELIVERY OF SHARES CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL IS RECOMMENDED WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. No alternative, conditional or contingent tenders will be accepted. All tendering stockholders, by executing this Letter of Transmittal (or a manually signed facsimile thereof), waive any right to receive any notice of the acceptance of their Shares for payment. 8 3. INADEQUATE SPACE. If the space provided under "Description of Shares Tendered" is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule attached hereto. 4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE STOCKHOLDERS ONLY). If fewer than all the Shares evidenced by any certificate delivered to the Depositary are to be tendered, fill in the number of Shares that are to be tendered in the box entitled "Number of Shares Tendered." In such cases, new certificate(s) for the remainder of the Shares not tendered that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the "Special Payment Instructions" and/or "Special Delivery Instructions" boxes above on this Letter of Transmittal, as soon as practicable after the acceptance of payment of, and payment for, the Shares tendered herewith. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without any change whatsoever. If any of the Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any of the tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If this Letter of Transmittal or any certificates or stock powers are signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Purchaser of the authority of such person to so act must be submitted. If this Letter of Transmittal is signed by the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made to, or certificates for Shares not tendered or not accepted for payment are to be issued in the name of, a person other than the registered owner(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered owner of the certificates(s) listed in the above box labeled, "Description of Shares Tendered," the certificate(s) must be endorsed or accompanied by the appropriate stock power(s), in either case signed exactly as the name(s) of the registered owner(s) appear on the certificate(s). Signature(s) on such certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1. 6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction 6, the Purchaser will pay any stock transfer taxes with respect to the transfer and sale of Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price of any Shares is to be made to, or (in the circumstances permitted hereby) if certificates for Shares not tendered or not accepted for payment are to be registered in the name of, any person other than the registered owner(s), or if tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such other person) payable on account of the transfer to such other person will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to Purchaser of the payment of such taxes, or exemption therefrom, is submitted. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) EVIDENCING THE SHARES TENDERED HEREBY. 7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase price of any Shares accepted for payment is to be issued in the name of, and/or certificates for Shares not tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or if a check and/or such certificates are to be sent to a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown above, the "Special Payment Instructions" and/or "Special Delivery Instructions" boxes on this Letter of Transmittal should be completed. Any stockholder(s) delivering Shares by book-entry transfer may request that Shares not purchased be credited to such account maintained at the Book-Entry Transfer Facility as such stockholder(s) may designate in the above box labeled "Special Payment Instructions." If no such instructions are given, any such Shares not purchased will 9 be returned by crediting the account at the Book-Entry Transfer Facility designated above as the account from which such Shares were delivered. 8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below or from your broker, dealer, commercial bank or trust company. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be obtained from the Information Agent. 9. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide the Depositary with a correct taxpayer identification number ("TIN"), generally the stockholder's U.S. social security or U.S. federal employer identification number, on Substitute Form W-9 below. Failure to provide the information on the form may subject the tendering stockholder to 30% U.S. federal income tax backup withholding on the payment of the purchase price. The box in Part 3 of the form may be checked if the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. 10. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by Purchaser (subject to the terms and conditions of the Merger Agreement), in whole or in part, at any time or from time to time, in Purchaser's sole discretion. 11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s) representing Shares has been lost, destroyed or stolen the holder should promptly notify the Company's transfer agent for the Shares, Equiserve Trust Company, N.A., at (888) 282-1169 and check the box under "Description of Shares Tendered" indicating that Shares have been lost, destroyed or stolen. The holder will then be instructed as to the procedure to be followed in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been completed. 12. TENDERING RIGHTS. On August 29, 2000, the Company adopted a rights agreement (the "Rights Agreement") between the Company and Equiserve Trust Company, N.A. Rights, as described below, are transferable only with the Shares until they become exercisable upon the Distribution Date (as defined herein). Under the Rights Agreement, the "Distribution Date" is the earlier of (i) the tenth day after the date on which a person shall be the beneficial owner of 15% or more of the Shares then outstanding (an "Acquiring Person") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) after the date of the commencement by any person (other than an exempt person) of, or of the first public announcement of the intention of such person (other than an exempt person) to commence, a tender or exchange offer the consummation of which would result in any person (other than an exempt person) becoming the beneficial owner of Shares aggregating 15% or more of the Shares then outstanding. The Company and Equiserve Trust Company amended the Rights Agreement on May 9, 2003 to provide that (x) notwithstanding anything in the Rights Agreement to the contrary, none of Dendrite, the Purchaser nor any of their respective affiliates shall be deemed to be an Acquiring Person for the purposes of the Rights Agreement, and (y) notwithstanding anything in the Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement, commencement or consummation of the Offer or the consummation of the merger (as defined in the Merger Agreement). Until the Distribution Date, the Rights will be evidenced by the Share Certificates registered in the names of the holders thereof, and until a Distribution Date, the tender of a Share will constitute a tender of the associated Right. Upon a Distribution Date separate certificates evidencing the Rights (the "Rights Certificates") will be mailed to holders of record of Shares as of the close of business on the Distribution Date (and to each initial record holder of certain Shares originally issued after the Distribution Date), and such separate Rights Certificates alone will thereafter evidence the Rights. IMPORTANT: THIS DULY COMPLETED AND SIGNED LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE THEREOF (TOGETHER WITH ANY SIGNATURE GUARANTEES, THE CERTIFICATES FOR TENDERED SHARES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE. 10 IMPORTANT TAX INFORMATION Under U.S. federal income tax law, a stockholder whose tendered Shares are accepted for purchase is required by law to provide the Depositary (as payer) with such stockholder's correct TIN on Substitute Form W-9 below and to certify that such TIN is correct (or that such stockholder is awaiting a TIN) or otherwise establish a basis for exemption from backup withholding. If such stockholder is an individual, the TIN is generally his or her U.S. social security number. If a stockholder fails to provide a TIN to the Depositary, such stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such stockholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding at 30% (see below). Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) will not be subject to the backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that stockholder must generally submit a Form W-8, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 can be obtained from the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. If backup withholding applies, the Depositary is required to withhold 30% of any payments made to the stockholder or payee pursuant to the Offer. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service provided certain conditions are met. PURPOSE OF SUBSTITUTE FORM W-9 To prevent backup withholding on payments made to a stockholder whose tendered Shares are accepted for purchase, the stockholder is required to notify the Depositary of its correct TIN by completing Substitute Form W-9 certifying (1) that the TIN provided on such Form is correct (or that such stockholder is awaiting a TIN, in which case the stockholder should check the box in Part 3 of the Substitute Form W-9), (2) that such stockholder is a U.S. person and (3) that (A) such stockholder is exempt from backup withholding, (B) such stockholder has not been notified by the Internal Revenue Service that such stockholder is subject to backup withholding as a result of failure to report all interest or dividends or (C) the Internal Revenue Service has notified the stockholder that the stockholder is no longer subject to backup withholding. The stockholder must sign and date the Substitute Form W-9 where indicated, certifying, under penalties of perjury, that the information on such Form is correct. A nonexempt stockholder may check the box in Part 3 of the attached Substitute Form W-9 if such stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If a nonexempt stockholder checks the box in Part 3, such stockholder must also sign the attached Certification of Awaiting Taxpayer Identification Number in order to prevent backup withholding. Notwithstanding that a stockholder complies with the foregoing, the Depositary will backup withhold at 30% on payments made to such stockholder pursuant to the Offer prior to the time a properly certified TIN is provided to the Depositary. Alternatively, a stockholder that qualifies as an exempt recipient (other than a shareholder required to complete Form W-8 as described above) should write "Exempt" in Part 1 of the Substitute Form W-9, enter his correct TIN and sign and date such Form where indicated. 11 TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS (SEE INSTRUCTION 9)
- ------------------------------------------------------------------------------------------------------------------ PAYOR: AMERICAN STOCK TRANSFER & TRUST COMPANY - ------------------------------------------------------------------------------------------------------------------ SUBSTITUTE PART 1 -- Please Provide Your TIN in the Box --------------------------------------- FORM W-9 at Right and Certify by Signing and Dating Social security number Below OR Employer Identification Number -------------------------------------------------------------------------------------- DEPARTMENT OF THE TREASURY PART 2 -- Certification -- Under Penalties of Perjury, I Certify that INTERNAL REVENUE SERVICE (1) The number shown on this form is my correct taxpayer identification number (or I PAYOR'S REQUEST FOR am waiting for a number to be issued to me); TAXPAYER IDENTIFICATION (2) I am not subject to backup withholding because (i) I am exempt from backup NUMBER (TIN) withholding, (ii) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest and dividend income or (iii) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a U.S. resident alien). - ------------------------------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2 above if you have PART 3 -- been notified by the IRS that you are subject to backup withholding because you have Awaiting TIN [ ] failed to report all interests and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). - ------------------------------------------------------------------------------------------------------------------- Signature - ------------------------------------------------------------------------------------------------------------------- Date ________________________________, 2003 Name (Please Print) - ------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION. 12 YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9. CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (i) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (ii) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number, 30% of all reportable payments made to me thereafter will be withheld until I provide a taxpayer identification number to the Depositary. Signature: ------------------------------ Date: -----------------, 2003 - -------------------------------------------------------------------------------- Name (Please Print) Manually signed facsimile copies of this Letter of Transmittal will be accepted. This Letter of Transmittal, certificates for tendered Shares and any other required documents should be sent or delivered by each stockholder of the Company or such stockholder's broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below. The Depositary for the Offer is: AMERICAN STOCK TRANSFER & TRUST CO. By Hand: By Overnight Courier: By Mail: 59 Maiden Lane 59 Maiden Lane 59 Maiden Lane Plaza Level Plaza Level Plaza Level New York, New York 10038 New York, New York 10038 New York, New York 10038
By Facsimile Transmission (For Eligible Institutions Only): (718) 234-5001 Confirm Receipt of Facsimile by Telephone Only: (718) 921-8200 or (800) 937-5449 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. 13 Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses listed below. Additional copies of this Letter of Transmittal, the Offer to Purchase, the Notice of Guaranteed Delivery and other tender offer materials may be obtained from the Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: STRATEGIC STOCK SURVEILLANCE, LLC 331 Madison Avenue New York, NY 10017 Telephone: (866) 657-8728 (toll free) or (212) 850-8151 E-Mail: info@dendriteoffer.com The Dealer Manager for the Offer is: ADVEST, INC. 100 Federal Street, 29th Floor Boston, MA 02110 Telephone: (617) 348-2320 May 20, 2003 14 EX-99.A.1.C 4 y86779a2exv99waw1wc.txt NOTICE OF GUARANTEED DELIVERY EXHIBIT (A)(1)(C) NOTICE OF GUARANTEED DELIVERY (NOT TO BE USED FOR SIGNATURE GUARANTEES) FOR TENDER OF SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF SYNAVANT INC. TO AMGIS ACQUISITION CO. A WHOLLY-OWNED SUBSIDIARY OF DENDRITE INTERNATIONAL, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, JUNE 13, 2003, UNLESS THE OFFER IS EXTENDED. As set forth in the Offer to Purchase, dated May 16, 2003, as supplemented May 20, 2003 (the "Offer to Purchase"), this form, or a manually signed facsimile of this form, must be used to accept the Offer (as defined below) in any of the following circumstances: (a) if certificates representing shares of common stock, par value $0.01 per share (the "Common Stock"), of SYNAVANT Inc., a Delaware corporation (the "Company"), including the associated preferred stock purchase rights (the "Rights" and, together with the Common Stock, the "Shares") are not immediately available, (b) if the procedure for book-entry transfer cannot be complied with on a timely basis, or (c) if certificates representing the Shares to be tendered and any other required documents to reach American Stock Transfer & Trust Co. (the "Depositary") cannot be delivered prior to the Expiration Date (as defined in Section 1 ("Terms of the Offer") of the Offer to Purchase). This form may be delivered by hand or transmitted by telegram, facsimile or mail to the Depositary and must include a signature guarantee by an Eligible Institution (as defined in Section 2 ("Procedures for Tendering Shares") of the Offer to Purchase) in the form set forth herein. THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH BELOW OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH BELOW WILL NOT CONSTITUTE A VALID DELIVERY. The Depositary for the Offer is: AMERICAN STOCK TRANSFER & TRUST CO. By Hand: By Overnight Courier: By Mail: 59 Maiden Lane 59 Maiden Lane 59 Maiden Lane Plaza Level Plaza Level Plaza Level New York, New York 10038 New York, New York 10038 New York, New York 10038
By Facsimile Transmission (For Eligible Institutions Only): (718) 234-5001 Confirm Receipt of Facsimile by Telephone Only: (718) 921-8200 or (800) 937-5449 THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE A SIGNATURE. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. LADIES AND GENTLEMEN: The undersigned hereby tenders to Amgis Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of Dendrite International, Inc., a New Jersey corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), receipt of which is hereby acknowledged, the number of Shares indicated below, pursuant to the guaranteed delivery procedures set forth in Section 2 ("Procedures for Tendering Shares") of the Offer to Purchase. Name(s) of Record Holder(s): -------------------------------------------------------- Please Print or Type Number of Shares Tendered: - -------------------------------------------------------------------------------- Share Certificate Number(s) (If Available): ----------------------------------------------------------------------- Address(es): - -------------------------------------------------------------------------------- Include Zip Code Signature(s): - -------------------------------------------------------------------------------- Date: - ------------------------------, 2003 Daytime Area Code and Telephone Number(s): ------------------------------------------------------------------- Taxpayer Identification or Social Security Number: ---------------------------------------------------------------- Check box if Shares will be tendered by Book-Entry Transfer: [ ] Account Number at the Book-Entry Transfer Facility: ------------------------------------------------------------- 2 THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned Eligible Institution as defined in Section 2 ("Procedures for Tendering Shares") of the Offer to Purchase, a firm that is a participant in the Security Transfer Agents Medallion Program or is otherwise an "eligible guarantor institution" as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby guarantees the delivery to the Depositary of either the certificates representing the Shares (the "Share Certificates") tendered hereby, in proper form for transfer, or a book-entry transfer with respect to such Shares, in either case together with a properly completely and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message (as defined in Section 2 ("Procedures for Tendering Shares") of the Offer to Purchase), in the case of a book-entry transfer, and any other required documents, within three trading days after the execution hereof. A "trading day" is a day on which The Nasdaq's National Market is open for business. The undersigned that completes this form must communicate this guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for Shares to the Depositary within the applicable time period set forth above. Failure to do so could result in a financial loss to the undersigned. Name of Firm: ---------------------------- ------------------------------------- Authorized Signature Address: Name: -------------------------------- -------------------------------- -------------------------------- Please Print of Type Zip Code Title: Area Code and Telephone Number: ------------------------------ ----------- Date: Date: --------------------, 2003 ---------------, 2003 NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. 3 EX-99.A.1.E 5 y86779a2exv99waw1we.txt BROKER DEALER LETTER EXHIBIT (A)(1)(E) OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF SYNAVANT INC. AT $3.22 NET PER SHARE BY AMGIS ACQUISITION CO. A WHOLLY-OWNED SUBSIDIARY OF DENDRITE INTERNATIONAL, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, JUNE 13, 2003, UNLESS THE OFFER IS EXTENDED. May 20, 2003 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed by Amgis Acquisition Co., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Dendrite International, Inc., a New Jersey corporation ("Dendrite"), to act as Dealer Manager in connection with Purchaser's offer to purchase all of the outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), of SYNAVANT Inc., a Delaware corporation (the "Company"), including the associated preferred stock purchase rights (the "Rights", and together with the Common Stock, the "Shares"), at a purchase price of $3.22 per Share net to the seller in cash (the "Offer Price"), without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated May 16, 2003, as supplemented May 20, 2003 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the "Offer", copies of which are enclosed herewith). Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee. For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. The Offer to Purchase, dated May 16, 2003 and the supplement thereto dated May 20, 2003; 2. The Letter of Transmittal to be used by stockholders of the Company in accepting the Offer (manually signed facsimile copies of the Letter of Transmittal may be used to tender the Shares); 3. The Notice of Guaranteed Delivery to be used by stockholders of the Company to accept the Offer if the procedures for tendering Shares set forth in the Offer to Purchase cannot be completed prior to the Expiration Date (as defined in the Offer to Purchase); 4. A printed form of letter that may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; 5. Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9; and 6. Return envelope addressed to American Stock Transfer & Trust Co. (the "Depositary"). WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, JUNE 13, 2003, UNLESS THE OFFER IS EXTENDED. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 9, 2003, as amended on May 16, 2003 (the "Merger Agreement") among Dendrite, Purchaser and the Company. The Merger Agreement provides, among other things, that, after the purchase of the Shares pursuant to the Offer and the satisfaction or waiver of the other conditions described in the Merger Agreement, and in accordance with the relevant provisions of the General Corporation Law of the State of Delaware, Purchaser will be merged with and into the Company (the "Merger"). The Company's Board of Directors has unanimously determined that the Merger Agreement, the Offer and the Merger are advisable and in the best interests of the Company and its stockholders and recommends that the Company's stockholders tender their Shares in the Offer. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE HAVING BEEN VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER, THE NUMBER OF SHARES WHICH CONSTITUTES AT LEAST A MAJORITY OF THE SHARES OUTSTANDING ON A DILUTED BASIS ON THE DATE OF ACCEPTANCE FOR PAYMENT ("ON A DILUTED BASIS" MEANS THE NUMBER OF SHARES OUTSTANDING, TOGETHER WITH THE SHARES WHICH THE COMPANY MAY BE REQUIRED TO ISSUE PURSUANT TO WARRANTS, OPTIONS, RESTRICTED STOCK UNITS OR OBLIGATIONS OUTSTANDING AT THAT DATE TO THE EXTENT THAT THE EXERCISE PRICES OR STRIKE PRICES IN RESPECT OF SUCH WARRANTS, OPTIONS, RESTRICTED STOCK UNITS OR OBLIGATIONS ARE LESS THAN THE OFFER PRICE). THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS CONTAINED IN THE OFFER TO PURCHASE. THE OFFER IS NOT CONTINGENT ON ANY FINANCING CONDITION. In order to validly tender Shares, a stockholder must tender the associated preferred stock purchase rights that were granted under the Rights Agreement, dated August 29, 2000 between the Company and Equiserve Trust Company, N.A., as amended by Amendment No. 2 thereto, dated May 9, 2003 (the "Rights Agreement"). Until the Distribution Date (as defined in the Rights Agreement), (see Section 2 ("Procedures for Tendering Shares")), the Rights will be evidenced by the certificates for Shares registered in the names of the holders thereof, and until a Distribution Date the tender of a Share will constitute a tender of the associated right. Upon a Distribution Date separate certificates widening the Rights (the "Rights Certificates") will be mailed to holders of record of Shares as of the close of business on the Distribution Date (and to each initial record holder of certain Shares originally issued after the Distribution Date), and such separate Rights Certificates alone will thereafter evidence the Rights. In all cases (including during any Subsequent Offering Period (as defined in Section 2 ("Procedures for Tendering Shares")), Purchaser will pay for Shares tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of: (a) the certificates representing the Shares (the "Share Certificates"), or timely confirmation of a book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company pursuant to the procedures set forth in Section 2 ("Acceptance for Payment and Payment for Shares Procedures for Tendering Shares") of the Offer to Purchase; (b) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (as defined in Section 3 ("the Offer to Purchase")); and (c) any other documents required by the Letter of Transmittal. If a stockholder desires to tender Shares pursuant to the Offer and such stockholder's Share Certificates evidencing such Shares are not immediately available or such stockholder cannot deliver the Share Certificates and all other required documents to the Depositary prior to the Expiration Date, or the procedures for delivery by book-entry transfer cannot be 2 completed on a timely basis, such Shares may nevertheless be tendered, by following the procedures for guaranteed delivery set forth in Section 2 ("Procedures for Tendering Shares") of the Offer to Purchase. The Dealer Manager is not making any recommendation to the stockholders as to whether to tender or refrain from tendering their Shares. Stockholders must make their own decision as to whether to tender their Shares. Stockholders should discuss whether to tender their Shares with their brokers or other financial and tax advisers. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID BY THE PURCHASER ON THE PURCHASE PRICE OF THE SHARES REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT PURSUANT TO THE OFFER. Neither Dendrite nor Purchaser will pay any fees or commissions to any broker, dealer or other person (other than the Depositary, the Information Agent and the Dealer Manager, as disclosed in Section 16 ("Fees and Expenses") of the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. You will be reimbursed upon request for customary mailing and handling expenses incurred by you in forwarding the enclosed offering materials to your clients. Purchaser will pay any stock transfer taxes with respect to the transfer and sale of Shares to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal. Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager, and requests for additional copies of the enclosed materials may be directed to the Information Agent at their respective addresses and telephone numbers set forth on the back cover of the enclosed Offer to Purchase. Very truly yours, ADVEST, INC. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF PARENT, PURCHASER, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR USE ANY DOCUMENT OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. 3 EX-99.A.1.F 6 y86779a2exv99waw1wf.txt CLIENT LETTER EXHIBIT (A)(1)(F) OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF SYNAVANT INC. AT $3.22 NET PER SHARE BY AMGIS ACQUISITION CO. A WHOLLY-OWNED SUBSIDIARY OF DENDRITE INTERNATIONAL, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, JUNE 13, 2003, UNLESS THE OFFER IS EXTENDED. May 20, 2003 To Our Clients: Enclosed for your consideration are an Offer to Purchase dated May 16, 2003, as supplemented May 20, 2003 (the "Offer to Purchase") and a related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the "Offer") relating to the Offer by Amgis Acquisition Co., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Dendrite International, Inc., a New Jersey corporation ("Dendrite"), to purchase all outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), of SYNAVANT Inc., a Delaware corporation (the "Company"), including the associated preferred stock purchase rights (the "Rights", and together with the Common Stock, the "Shares"), at a purchase price of $3.22 per Share, net to the seller in cash (the "Offer Price"), without interest, upon the terms and subject to the conditions set forth in the Offer. We (or our nominees) are the holder of record of Shares held by us for your account. A tender of those Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used to tender Shares held by us for your account. Accordingly, we request instructions as to whether you wish to have us tender on your behalf any or all of the Shares held by us for your account pursuant to the terms and subject to the conditions set forth in the Offer to Purchase. Please note the following: 1. The Offer Price is $3.22 per Share, net to the seller in cash, without interest thereon, as set forth in the Introduction to the Offer to Purchase. 2. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 9, 2003, as amended on May 16, 2003 (the "Merger Agreement") among Dendrite, the Purchaser and the Company. The Merger Agreement provides, among other things, that, after the purchase of the Shares pursuant to the Offer and the satisfaction or waiver of other conditions described in the Merger Agreement, and in accordance with the relevant provisions of the General Corporation Law of the State of Delaware, the Purchaser will be merged with and into the Company (the "Merger"). As a result of the Merger, the Company, which will continue as the surviving corporation, will become a wholly-owned subsidiary of Dendrite. 3. The Offer is conditioned upon, among other things, there having been validly tendered and not withdrawn prior to the expiration of the Offer, the number of Shares which constitutes at least a majority of the Shares outstanding on a diluted basis on the date of acceptance for payment ("on a diluted basis" means the number of Shares outstanding, together with the Shares which the Company may be required to issue pursuant to warrants, options, restricted stock units or obligations outstanding at that date to the extent that the exercise prices or strike prices in respect of such warrants, options, restricted stock units or obligations are less than the Offer Price). The Offer is also subject to certain other conditions contained in the Offer to Purchase. See Section 1 ("Terms of the Offer") and Section 14 ("Certain Conditions of the Offer") of the Offer to Purchase. 4. The Offer is being made for all outstanding Shares. 5. The Offer and withdrawal rights will expire at 11:59 P.M., New York City time, on Friday, June 13, 2003. 6. The Company's Board of Directors has unanimously determined that the Merger Agreement, the Offer and the Merger are advisable and in the best interests of the Company and its stockholders and has recommended that the Company's stockholders tender their Shares in the Offer. If you wish to have us tender any of or all the Shares held by us for your account, please so instruct us by completing, executing and returning to us the instruction form set forth below. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless you otherwise specify below. YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED PROMPTLY TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE OF THE OFFER. 2 INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE ALL OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF SYNAVANT INC. The undersigned acknowledge(s) receipt of your letter enclosing the Offer to Purchase dated May 16, 2003, as supplemented May 20, 2003, and the related Letter of Transmittal (and any amendments or supplements thereto) relating to the offer by Amgis Acquisition Co., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Dendrite International, Inc., a New Jersey corporation, to purchase all outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), of SYNAVANT Inc., a Delaware corporation (the "Company"), including the associated preferred stock purchase rights (the "Rights", and together with the Common Stock, the "Shares"). This will instruct you to tender to the Purchaser the number of Shares indicated below held by you for the account of the undersigned (or, if no amount is indicated below, for all the Shares held by you for the account of the undersigned), on the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal. Number of Shares to be Tendered* Shares - ---------------------------------------------- ---------------------------------------- Dated: ---------------------------------------- - ---------------------------------------, 2003 Signature(s) ---------------------------------------- ---------------------------------------- Please Type or Print Name(s) Address(es) (including Zip Code(s)): ---------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- Area Code and Telephone Number(s): ---------------------------------------- Taxpayer Identification or Social Security Number(s): ---------------------
- --------------- * Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered. 3 EX-99.A.1.N 7 y86779a2exv99waw1wn.txt PRESS RELEASE EXHIBIT (A)(1)(N) DENDRITE PRESS RELEASE FOR IMMEDIATE RELEASE DENDRITE COMMENCES TENDER OFFER FOR SYNAVANT MORRISTOWN, NJ MAY 22, 2003- Dendrite International, Inc. (NASDAQ: DRTE) today announced that as part of its tender offer of $3.22 per share in cash for all issued and outstanding Synavant Inc. (NASDAQ: SNVT) common stock followed by a second-step merger, it has begun to distribute its Offer to Purchase, Letter of Transmittal, and other materials to stockholders of Synavant with at least 100 shares. Dendrite urges all Synavant stockholders to promptly complete and return the Letter of Transmittal and to tender their shares. The offer is scheduled to expire on June 13, 2003, subject to extension if any of the conditions to the offer have not been satisfied or if required by law, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Dendrite may also extend the offer for 10 days if 90% of the Synavant shares have not been validly tendered as of the expiration date, even if all the conditions to the offer have been met. If Dendrite extends the offer, it will announce the extension by 9:00 a.m., New York City time, on June 14, 2003 by press release and by notifying American Stock Transfer and Trust Company, the depositary for the offer. On May 16, 2003 the parties amended their Merger Agreement dated May 9, 2003 to reflect the revised $3.22 price, to provide for filing under the Hart-Scott-Rodino Act, to allow the parties to extend both the offer and the closing date of the merger if required or requested by any regulatory authority or court, and to include certain provisions related to the repayment of amounts outstanding under the recent $15 million credit facility made available by -2- Dendrite in the event the Merger Agreement is terminated or Synavant approves a different acquisition proposal. For a complete copy of the tender offer materials including a detailed description of the amended Merger Agreement, please visit the Securities and Exchange Commission's website at www.sec.gov or contact Dendrite at 973-425-1200. Holders of less than 100 shares of Synavant common stock will not receive the tender offer materials by mail unless they contact and request copies from the Information Agent or the Dealer Manager. The Information Agent for the offer is: STRATEGIC STOCK SURVEILLANCE, LLC 331 Madison Avenue New York, NY 10017 Telephone: (866) 657-8728 (toll free) or (212) 850-8151 E-Mail: info@dendriteoffer.com The Dealer Manager for the offer is: ADVEST, INC. 100 Federal Street, 29th Floor Boston, MA 02110 Telephone: (617) 348-2320 ABOUT SYNAVANT Synavant Inc. guides biopharmaceutical and healthcare companies globally to greater business success by accelerating the adoption of advances in healthcare around the world. Synavant accomplishes this by designing, building and supporting a wide range of knowledge-based solution sets, that bring together leading-edge technology, proven data management competence, a full range of specialist services - including hardware services and computer systems validations - and over 30 years of healthcare expertise. Its comprehensive, global solutions include pharmaceutical Customer Relationship Management (CRM) and eBusiness applications, interactive marketing, server and database management, dedicated local helpline support, training, telemarketing, sample management, and product-recall services. Synavant is headquartered in Atlanta, GA, USA and has offices in 21 countries. Additional information is available at www.synavant.com. 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. INVESTOR RELATIONS Kathy Donovan 908-541-5863 investorrelations@dendrite.com - ------------------------------ Note: Dendrite is a registered trademark of Dendrite International, Inc. This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any Synavant shares. Dendrite International, Inc. and Amgis Acquisition Co., a wholly owned subsidiary of Dendrite International, Inc. filed a tender offer statement on Schedule TO with the Securities and Exchange Commission on May 16, 2003 and an Amendment No. 1 to Schedule TO on May 21, 2003, with respect to the offer to purchase all outstanding shares of Synavant common stock. Investors and security holders are urged to read this tender offer statement as amended because it contains important information. 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-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-----