Eprise Corp – ‘425’ on 9/19/01 re: Eprise Corp

On:  Wednesday, 9/19/01   ·   Accession #:  950135-1-502852   ·   File #:  0-29319

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Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Eprise Corporation                                     4     19K 

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                                               Filed by Eprise Corporation

                                                  Pursuant to Rule 425 under the
                                          Securities Act of 1933
                                               Commission File No. 0-29319

                                           Subject Companies: Eprise Corporation
                                                                    divine, inc.

NEWS RELEASE

    www.divine.com                            NASDAQ: DVIN
--------------                                    

                                                        [Enlarge/Download Table]


                                                                                                 
DIVINE                                                 EPRISE                                    
INVESTORS:                 MEDIA INQUIRIES:            MEDIA INQUIRIES:        INVESTORS:        
Brenda Lee Johnson         Susan Burke/Anne Schmitt    Dan Sher or Ken Peters  Milt Alpern       
Direct: 773.394.6873       Direct: 773.394.6746/ 6827  978.474.1900            508.661.5200      
brenda.johnson@divine.com  susan.burke@divine.com      eprise@pancomm.com      malpern@eprise.com
                            anne.schmitt@divine.com                                              


FOR IMMEDIATE RELEASE                                                           

 DIVINE SIGNS DEFINITIVE AGREEMENT TO ACQUIRE EPRISE

Acquisition expected to position divine as the first company to address the 
entire spectrum of content management and delivery needs

CHICAGO AND FRAMINGHAM, MASS. - SEPTEMBER 18, 2001 - DIVINE, INC., (NASDAQ:     
DVIN), a premier provider of services, technology and managed applications that 
extend the enterprise through collaboration, interaction and knowledge          
solutions, and Eprise Corporation (Nasdaq: EPRS), a leading provider of content 
management solutions, announced today that they have signed a definitive        
agreement for divine to acquire Eprise in a stock-for-stock merger. Under the   
terms of the merger agreement, divine will acquire all of the outstanding shares
of Eprise common stock for approximately 54 million shares of divine Class A    
common stock. Eprise stockholders are expected to receive 2.4233 shares of      
divine Class A common stock in exchange for each share of Eprise common stock.  

The acquisition is expected to broaden divine's content management solution     
offerings, positioning divine as one of the first companies to address the      
entire spectrum of content management and delivery needs. Eprise Participant    
Server's industry-leading capabilities for putting content contribution and     
management in the hands of business users, as well as its ease of implementation
and deployment, extends divine's ability to provide content management solutions
that fit any corporate need.                                                    

"Businesses are struggling with the challenge of managing unprecedented volumes 
of information and distributing that information to key internal and external   
audiences. At the same time, these companies are increasingly seeking broader   
product suites from fewer solution providers," said divine Chairman and Chief   
Executive Officer Andrew "Flip" Filipowski. "Our acquisition of Eprise, as well 
as our recently announced plans to acquire Open Market, should enable divine to 
provide our customers with a full range of software applications and services to
help them leverage all of their information assets. In addition, we expect to   
integrate the best technology and capabilities of Eprise, Open Market and divine
over time to strengthen our enterprise knowledge services."                     

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Licensed by more than 150 customers, Eprise Participant Server(R) enables       
businesses to build effective end-user focused intranets, extranets and public  
Web sites by distributing content contribution and management responsibilities  
to users throughout an organization. Its content templates and automated        
approval workflow capabilities enable business users to actively contribute Web 
content, ensuring that content is timely, accurate and relevant, and freeing    
valuable IT resources. Eprise Participant Server is designed to run on both     
Windows and Solaris platforms. The Eprise Professional Services Group employs an
"outside-in" discovery and planning methodology that helps businesses           
effectively plan, implement, measure, and enhance their Web sites.              

"divine recognizes that Eprise's best-of-breed content management solution will 
enhance its strategy to help businesses improve their interaction and sharing of
knowledge with their customers, partners, and employees," said Joe Forgione,    
president and CEO of Eprise. "By combining Eprise products and skills with      
divine's powerful products and distribution, we can bring the benefits of Eprise
to a much wider audience around the world."                                     

The Board of Directors of each company has approved the transaction and         
recommended it to their respective stockholders. The transaction is subject to  
customary approvals, including by Eprise stockholders and, to the extent        
required, divine's stockholders. The transaction is expected to close during the
fourth quarter of 2001.                                                         

"In addition to strengthening divine's strategic position in content management,
our acquisition of Eprise makes excellent economic sense and contributes        
substantially to divine's revenue and to our already significant cash position,"
said divine Chief Financial Officer Michael Cullinane. Framingham, Mass.-based  
Eprise reported Fiscal Year 2000 revenue of $19.0 million.                      

Eprise has more than 150 employees in regional offices across the United States,
as well as in Canada, Germany, and the United Kingdom. In addition, Eprise      
Participant Server is available in English, German and Japanese editions.       

divine and Eprise also signed a reseller agreement that enables the divine sales
force to immediately begin selling Eprise products.                             

divine Chairman and CEO Flip Filipowski and Joe Forgione, president and CEO of  
Eprise, will participate in a conference call for reporters and analysts at 1   
p.m. Eastern on September 18, 2001. To participate, call 888.469.0955. The      
passcode is "DIVINE."                                                           

ABOUT DIVINE, INC.                                                              

divine, inc., (Nasdaq: DVIN) is a premier provider of services, technology and  
managed applications that extend the enterprise through collaboration,          
interaction and knowledge solutions. These solutions increase operational       
efficiency, create business opportunities, advance brands, and build customer   
loyalty by enabling businesses to create meaningful interaction and             
collaboration within their markets and business communities, manage internal and
external knowledge resources, and deploy cutting-edge technologies that are     
fully integrated with core business systems.                                    

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Founded in 1999, divine focuses on Global 2000 and high-growth middle market    
firms, government agencies, and educational institutions, and currently serves  
over 500 customers. For more information, visit the company's web site at       
www.divine.com.                                                                 

ABOUT EPRISE CORPORATION                                                        

Eprise Corporation (Nasdaq: EPRS) provides Strategic Content Management         
solutions that enable businesses to gain competitive advantage by focusing on   
the needs of the business user. Its solutions are comprised of products and     
services that support the use of industry best practices for managing the entire
content life cycle. Eprise Professional Services uses a proven methodology to   
assist organizations with their content initiatives by helping them to focus the
needs of a content management solution from the business user's perspective. As 
part of its best-of-breed approach, Eprise forms strategic alliances with       
technology companies to extend the capabilities of Eprise Participant Server and
its partners' offerings. By integrating its products with offerings from        
companies such as Microsoft, IBM, Inktomi and Verity, Eprise offers an even more
robust content management environment, enabling customers to improve site       
effectiveness and drive e-business success.                                     

With headquarters located in Framingham, Mass., Eprise has expanded to include  
regional offices across the United States, as well as in Canada, Germany, and   
the United Kingdom. Global market distribution of Eprise Participant Server     
includes Canada, Europe and Asia Pacific including both German and Japanese     
versions of Eprise Participant Server.                                          

 # # #

(C)2001 divine, inc. divine is a trademark of divine, inc. Eprise and Eprise    
Participant Server are registered trademarks of Eprise Corporation. All other   
product and company names mentioned herein are trademarks of their respective   
owners.                                                                         

INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS FOR THE EPRISE 
CORPORATION MERGER WHEN IT IS AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED 
WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. After they have been filed, you may obtain these documents free of 
charge at the website maintained by the SEC at http://ww.sec.gov. In addition,  
you may obtain these documents and the SEC filings that are incorporated by     
reference into these documents free of charge by making your request to the     
respective contacts listed at the beginning of this news release.               

divine, inc. and Eprise Corporation and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies from  
the stockholders of divine and Eprise with respect to the transactions          
contemplated by the merger agreement. Information regarding divine's directors  
and executive officers is included in divine's proxy statement for its 2001     
Annual Meeting, which was filed with the SEC on April 30, 2001. Information     
regarding Eprise's directors and executive officers is included in Eprise's     
proxy statement for its 2001 Annual Meeting, which was filed with the SEC on    
April 18, 2001. Additional information regarding both companies will be included
in the joint proxy statement/prospectus regarding the proposed transaction when 
it becomes available.                                                           

IMPORTANT NOTICE                                                                

The statements contained in this news release that are forward-looking are based
on current expectations that are subject to a number of uncertainties and risks,
and actual results may differ materially. The uncertainties and risks include,  
but are not limited to: failure of the proposed transaction to close due to the 
failure to obtain regulatory or other approvals; failure of the Eprise          
Corporation stockholders and, if their consent is required, failure of the      
divine stockholders to approve the transaction; the risk that the Eprise        
Corporation business and other acquired businesses will not be integrated       
successfully or that divine will incur unanticipated costs of integration;      
divine's ability to execute its integrated Web-based technology, professional   
services, and managed                                                           

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applications strategy; divine's ability to develop enterprise Web software and  
services; the uncertainty of customer demand for enterprise Web software and    
services; the combined companies' ability to develop new products and services  
and enhance and support existing products and services; the combined companies' 
ability to maintain Eprise's vendor and strategic partner relationships and     
retain key employees; increasing competition from other providers of software   
solutions and professional services; fluctuations in the trading price and      
volume of divine's stock; and other unanticipated events and conditions. For a  
detailed discussion of these and other cautionary statements, please refer to   
the registration statement to be filed by divine with the SEC relating to this  
transaction. Further information about risks and uncertainties relating to the  
companies and their respective businesses can be found in their most recent     
respective Forms 10-K and 10-Q filed with the SEC.                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
Filed on:		9/19/01							425
		9/18/01		1		2			425
		4/30/01		3
		4/18/01		3					DEF 14A
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