DEFA14A 1 a07-11451_2defa14a.htm DEFA14A

UNITED STATES

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

 

Washington, D.C. 20549

 

 

 

 

 

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.        )

Filed by the Registrant  x

Filed by a Party other than the Registrant  o

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

DENDRITE INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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x

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o

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(1)

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N/A

 

(2)

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N/A

 

(3)

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(5)

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o

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o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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Filed by Dendrite International, Inc. Pursuant to Rule 14a-6(b)

Under the Securities Exchange Act of 1934

Subject Company: Dendrite International, Inc.

Commission File No.: 001-16379

This filing relates to the proposed acquisition of Dendrite International, Inc. (“Dendrite”) by Cegedim SA (“Cegedim”) pursuant to the terms of an Agreement and Plan of Merger, dated as of March 1, 2007 by and among Dendrite, Dogwood Enterprises, Inc. and Lilly. The Agreement and Plan of Merger is on file with the Securities and Exchange Commission as an exhibit to the Current Report on Form 8-K filed by Dendrite on March 2, 2007 and is incorporated by reference into this filing.

Dendrite issued the following press release today, April 16, 2007:

PRESS RELEASE

Cegedim SA’s Proposed Acquisition of Dendrite International, Inc. Clears U.S. Antitrust Review

Bedminster, NJ — Dendrite International, Inc. (NASDAQ: DRTE) today announced that its proposed acquisition by French company, Cegedim SA (“Cegedim”), has cleared U.S. antitrust review, but remains subject to satisfaction of several other conditions, including the transaction’s approval by Dendrite’s shareholders.

On March 2, 2007, Dendrite announced that it had entered into an agreement to be acquired by Cegedim in a merger transaction. Cegedim has agreed to pay $16.00 per common share of Dendrite upon the closing of the merger. On March 19, 2007, Dendrite and Cegedim submitted pre-merger notification and report forms with the U.S. Federal Trade Commission and the U.S. Department of Justice, Antitrust Division. The granting of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, means the proposed acquisition has cleared U.S. antitrust review.

About Dendrite
Founded in 1986, Dendrite International (NASDAQ: DRTE) enables sales, marketing, clinical and compliance solutions for the global pharmaceutical industry.  The Company’s clients are located in more than 50 countries and include the world’s top 20 pharmaceutical companies. For more information, please visit http://www.dendrite.com.

Investor Relations
Christine Croft
908-443-4265
christine.croft@dendrite.com

Note: Dendrite is a registered trademark of Dendrite International, Inc.

Forward Looking Statements
This press release contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such statements. Such risks and uncertainties include: Dendrite’s inability to satisfy the conditions to closing the merger (including shareholder approval) and other risk factors as set forth from time to time in Dendrite’s filings with the SEC. The inclusion of a forward-looking statement herein should not be regarded as a representation by Dendrite that Dendrite’s objectives will be achieved. Dendrite undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It
In connection with the proposed merger and required shareholder approval, Dendrite filed with the SEC a definitive proxy statement. The definitive proxy statement has been mailed to the shareholders of Dendrite.  Dendrite’s shareholders are urged to read the definitive proxy statement because the definitive proxy statement contains important information about the acquisition and Dendrite. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain a free copy of the proxy statement and other documents filed by Dendrite with the SEC at the SEC’s web site at www.sec.gov. These documents may be accessed and downloaded for free at Dendrite’s web site at www.dendrite.com or by directing a request to investorrelations@dendrite.com.

Dendrite and its officers and directors may be deemed to be participants in the solicitation of proxies from Dendrite shareholders in respect of the proposed merger.  Information regarding the officers and directors of Dendrite and their ownership of Dendrite stock is set forth in the definitive proxy statement, which was filed with the SEC on April 9, 2007. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Dendrite and its respective executive officers and directors in the merger by reading the definitive proxy statement which is available free at the SEC’s website, http://www.sec.gov, and at Dendrite’s website, http://www.dendrite.com.