CEGEDIM S.A. TO ACQUIRE DENDRITE INTERNATIONAL, INC.
COMBINED ORGANIZATION IS EXPECTED TO HAVE PRO FORMA REVENUES OF OVER $1 BILLION IN OVER 75 COUNTRIES
Paris, France and Bedminster, New Jersey, March 2, 2007 - CEGEDIM S.A. (Euronext: CGM) and Dendrite International, Inc. (NASDAQ: DRTE) today announced a definitive merger agreement under which CEGEDIM will acquire Dendrite for $16.00 per outstanding share in cash.
Per the terms of the agreement, Dendrite is valued on a fully diluted equity basis at approximately $751 million, which represents a premium of approximately 40% over the average closing share price for Dendrite common stock over the twenty day trading period from February 1, 2007 to March 1, 2007, the last trading day prior to the announcement of the transaction.
The combination will create a major player in diversified sales, marketing, clinical and compliance solutions to the global life sciences and pharmaceutical industry. In particular, by combining CEGEDIM’s European strength with Dendrite’s US and Asia Pacific position, the combined group will be able to address the global needs of its customers and provide a unique suite of integrated, value-added products. The combined company is expected to have estimated pro forma annual revenues of $1.1 billion and operate in more than 75 countries throughout Europe, the Americas and Asia Pacific.
Jean-Claude Labrune, Founder, Chairman and Chief Executive Officer of CEGEDIM, said, “We are very excited to join forces with Dendrite’s talented team to create a truly global business with increased international reach, a broader scope of product offerings and the strength to invest in the development of innovative technologies. As a combined organization we can achieve an even higher quality of service and will be better able to serve our clients in our competitive global marketplace.”
Dendrite’s Board of Directors has unanimously approved the acquisition and recommends that Dendrite’s shareholders vote in favor of the transaction.
Edward J. Kfoury, lead independent director on Dendrite’s Board, said, “Following an extensive and thorough review process, in which we considered a number of alternatives, including interest from various strategic and financial third parties, the Board believes that the offer from CEGEDIM maximizes value for Dendrite’s shareholders.”
John Bailye, Founder, Chairman and Chief Executive Officer of Dendrite said, “I am very proud of the outstanding success our people have made of Dendrite. Each of us has been part of a great story, played out in more than 50 countries, taking a start-up to a multinational company in just 20 years.”
The merger is contingent upon the approval of Dendrite shareholders, receipt of regulatory approvals and other customary closing conditions. It is expected to close within the next few months. The merger does not require CEGEDIM shareholder approval and is not subject to a financing condition. CEGEDIM will finance this acquisition by a combination of cash on hand and a fully committed bank facility provided by Banc of America Securities Limited and Société Générale.
Banc of America Securities Limited and Société Générale Corporate & Investment Banking are acting as financial advisors to CEGEDIM. Hodgson Russ LLP and Lowenstein Sandler PC are serving as its legal advisors. JPMorgan is acting as financial advisor and Dewey Ballantine LLP and Day Pitney LLP are serving as legal advisors to Dendrite.
Filed under: Dendrite
