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

On:  Wednesday, 9/19/01   ·   Accession #:  950135-1-502851   ·   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                                    12     45K 

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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.

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 WITH DIVINE REFERRED TO IN THIS FILING. After they have    
been filed, you may obtain these documents free of charge at the website        
maintained by the SEC at http://www.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 below.                                                                   

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.                             

TO:       All Eprise employees                                                  
FROM:     Joe Forgione                                                          
SUBJECT:  company news-employee meeting                                         

As I'm sure many of you have already heard, this morning we announced that      
Eprise has signed an agreement to be acquired by divine, Inc. We're very excited
about this move and believe that the combination of Eprise and divine will allow
us to best serve our employees, customers, partners and investors.              

Naturally, this transaction will raise a great many questions for our employees,
and I look forward to MEETING WITH ALL OF YOU AT 2:30 p.m. THIS AFTERNOON in the
third floor conference room to answer any questions you may have at that time.  
We have arranged a dial-in conference call for remote employees to participate  
in the meeting. In the meantime, I wanted to provide you with some background   
about divine, and about this key milestone for our company and the bright future
that it presents. All dial-in participants should use the following information 
to reach the conference call:                                                   

*  PARTICIPANT CODE: 395911                                                 
*  Toll Free Dial In Number: (800) 403-2015                                 
*  International Access/Caller Paid Dial In Number: (865) 673-6711          

In the meantime, I wanted to provide you with some background about divine, and 
about this key milestone for our company and the bright future that it presents.
First, you should know that divine chose sought out Eprise because of a number  
of key factors:                                                                 

The strength and synergy of our products with divine's product family 

The talent and depth of the Eprise team                               

 A shared vision for the future of the content management and enterprise
portal markets                                                        

divine (Nasdaq: DVIN) is a premier provider of services, technology, and managed
applications that extend the enterprise through collaboration, interaction, and 
knowledge solutions. Divine's business includes a large software and            
professional services business, and, unlike traditional software companies,     
divine's business also includes hosting and managed applications services, and  
syndicated content streams. divine focuses on Global 2000 and high growth middle
market firms and currently serves a customer base exceeding 500 companies. I    
encourage you to visit the company's web site at www.divine.com for more        
detailed information.                                                           

By teaming with divine we expect to extend our sales channels and become part of
a broader, extremely compelling product line. Our intention is to maximize this 
opportunity so we can continue to provide outstanding value to our customers.   
The combination of divine and Eprise presents a tremendous opportunity for both 
organizations to extend our collective ability to service our clients and offer 
exciting career opportunities to our employees.                                 

It is important for each of you to understand that Eprise was not in a position 
where we had to enter into such an agreement, and the company had many options  
available to it, including continuing to drive towards profitability as an      
independent company. But after meeting extensively with divine officials and    
evaluating their strategy and company after being approached by representatives 
from divine, we became convinced that by joining forces with divine, Eprise     
would become part of an organization that has both an impressive vision and the 
ability to execute on that vision in the long term.                             

I look forward to meeting with each of you, not only this afternoon but in the  
days and weeks to come to answer your questions and discuss in detail this      
exciting new period for Eprise, its employees, customers, partners and          
investors.                                                                      

Regards,                                                                        
Joe                                                                             

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DIVINE QUICK FACTS
WWW.DIVINE.COM

-    FOUNDED IN 1999, IPO IN JULY 2000 (NASDAQ: DVIN)                           

-    $200 MILLION IN CASH, 2500 EMPLOYEES WITH FIELD OFFICES IN 15 CITIES       

-    $68 MILLION IN REVENUE FIRST HALF 2001                                     

-    PROFITABILITY TARGET - Q3 2002                                             

-    DIVINE ACQUISITIONS:                                                       

-    OPENMARKET:         Content management                           

-    FRACTA Networks:    User-centric content management solutions    

  -    ESHARE:             Customer interaction management (CIM) solutions

 -    INTIRA:             High-end provider of outsourced infrastructure
services            

    -    ROWECOM:            High-quality service and e-commerce solutions for
                       purchasing and managing print and e-content
knowledge resources 

-    OPINIONWARE:        Community software programs                  

-    MARCHFIRST:         CRM, planning, consulting                    

-    SAGEMAKER:          Enterprise information portal solutions      

 -    EMICOM:             Technology holding company providing capital &
                              advisory services to enterprise software companies
in Israel           

-    DIVINE SOLUTIONS                                                           

-     Professional Services                                           

-     Collaboration and Interaction Products                          

-     Enterprise Content Solutions                                    

-     Managed Application Services                                    

-    DIVINE'S VERTICAL MARKET FOCUS & CUSTOMERS:                                

AUTOMOTIVE                     TRANSPORTATION             FINANCIAL             
Bridgestone/Firestone          American Airlines          SERVICES/INSURANCE    
Harley-Davidson                United Airlines            Barclays              
Mazda                          OAG                        Charles Schwab        
Toyota                                                    FT.com                
                       CONSUMER PRODUCTS/RETAIL   Morgan Stanley
MANUFACTURING                  Best Buy Company Inc.      UBS Warburg           
3M                             Chiquita                                         
Avery Dennison                 Crate & Barrel             HIGH TECH/TELECOM     
Energizer                      General Mills              AT&T Broadband        
International Paper Company    JC Penney                  Compaq                
Kohler Company                 Jockey.com                 IBM                   
Mitsubishi International       McDonald's Corp.           Ingersoll-Rand        
Moen World Headquarters        Miller Brewing Company     Microsoft Corporation 
Trek Bicycle Corporation       OfficeMax                  Northrop Grumman      
                             Pillsbury Company          Polaroid Corporation
BIO-TECH/PHAMACEUTICAL         Walgreens                                        
Allergan                                                  ENERGY/UTILITIES      
Amgen                                                     Exxon/Mobil           
                                         Shell

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 DIVINE, INC. AND EPRISE CORPORATION
 ACQUISITION QUESTIONS AND ANSWERS

As many of you have read in the announcement, divine, Inc. has announced a      
definitive agreement to acquire Eprise. This question and answer document is    
intended to give you a closer look at divine and the benefits that the          
acquisition affords both divine and Eprise. We hope that this will improve your 
overall understanding of what's ahead for Eprise and assist you in your         
interactions with clients.                                                      

FINANCIAL                                                                       

WHEN WAS THE AGREEMENT REACHED AND WHEN IS THE DEAL EXPECTED TO CLOSE?          

A definitive agreement was reached Monday, September 17, 2001 for divine to     
acquire all outstanding shares of Eprise. The deal is expected to close in Q4   
2001.                                                                           

WHAT ARE THE FINANCIAL TERMS OF THE TRANSACTION?                                

The merger is being structured as 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.               

WHAT ARE THE REVENUE EXPECTATIONS FOR THE NEW COMPANY?                          

In its most recent quarter ended June 30, 2001, divine reported revenues in     
excess of $60 million. Given the number of acquisitions it has announced thus   
far this year, it is difficult to project revenues, and the company has not     
issued specific guidance. On an overall basis, however, the company has stated  
its intention to grow to a size of more than $1 billion in revenues in the next 
18 months, and to become profitable on an operating basis at the end of that    
period.                                                                         

WHAT WILL HAPPEN TO THE CASH ON HAND AT EPRISE?                                 

Following consummation of the transaction, Eprise will continue to satisfy its  
outstanding obligations as a subsidiary of divine, and its remaining cash       
balances will become part of the assets acquired by divine.                     

WHAT IS DIVINE'S FINANCIAL CONDITION?                                           

divine has significant cash resources to support its operations, as well as     
currency, in the form of its common stock, to support its acquisition strategy. 
divine reported cash at the end of Q2 at more than $200 million.                

divine did incur losses in 2000, which were due in large part to write-downs on 
the value of majority-owned portfolio companies invested in earlier by divine,  
many of which did not fit divine's enterprise solutions strategy and have since 
ceased operations or been                                                       

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sold. divine management has reaffirmed its expectation that the company will    
become profitable in the third quarter of 2002.                                 

WILL THE COMBINED COMPANIES BEGIN REPORTING QUARTERLY EARNINGS IN Q3 OR Q4?     

Eprise's results will begin being reported as part of divine's consolidated     
results upon completion of the transaction.                                     

DOES THE DEAL REQUIRE ADDITIONAL SHAREHOLDER APPROVAL?                          

The deal requires Eprise shareholder approval and other regulatory approvals. It
is our intent that shareholder approval will be secured at a special            
shareholders' meeting to be scheduled for later this fall. divine and Eprise    
must also receive approvals from the Securities and Exchange Commission (SEC)   
and the Federal Trade Commission. The regulatory filings, review, and approval  
with and from these authorities may take several months.                        

WHAT HAPPENS TO EPRISE STOCK OPTIONS?                                           

Eprise "in-the-money" options will be exchanged for options in divine based on  
the exchange ratio. Eprise "out-of-the-money" options will be replaced with the 
same number of options in divine, at an exercise price determined at the time of
deal closure. Additionally, divine has agreed to honor the terms of the Eprise  
stock option exchange program.                                                  

WHAT IF I DON'T WANT DIVINE SHARES BUT PREFER CASH?                             

The transaction is being structured as a stock-for-stock merger. Since the      
common stock of both Eprise and divine are publicly traded, shareholders can    
elect to sell their shares of either company for cash at any time.              

IS THE TRANSACTION AFFECTED IN ANY WAY BY THE POTENTIAL DELISTING OF EPRISE     
SHARES?                                                                         

We will notify NASDAQ of the transaction and request a hearing to appeal any    
delisting decision. We do not expect the delisting process to affect the        
transaction.                                                                    

WHAT CONDITIONS, IF ANY, MIGHT CAUSE THE COMPLETION OF THE ACQUISITION NOT TO   
OCCUR?                                                                          

The merger agreement permits either party to terminate the agreement if there   
are adverse material changes in the other company's business, along with other  
customary closing conditions, such as receipt of required approvals. The details
of the agreement will be fully disclosed when the agreement is filed with the   
SEC shortly following the announcement.                                         

ARE THERE ANY ONGOING CONCERNS ABOUT THE TRANSACTION GIVEN THE RECENT PRICE OF  
DIVINE'S COMMON SHARES?                                                         

While the stock market in its current state presents a challenge, it is the     
belief of both Eprise and divine management that both the strategic and         
operational advantages of this merger justify the challenge, despite the current
stock market conditions.                                                        

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IS THERE A BREAK-UP FEE ON EITHER PARTY'S PART IN CASE THE TRANSACTION DOESN'T  
OCCUR?                                                                          

As is typically the case with merger agreements, the terms provide for mutual   
break-up fees if the agreement is terminated by either party under certain      
conditions.                                                                     

WAS THE BOARD OF DIRECTORS' APPROVAL OF THE TRANSACTION UNANIMOUS?              

Yes.                                                                            

WHO WERE THE FINANCIAL ADVISORS?                                                

For Eprise, the financial advisors are Broadview International LLC.             

BUSINESS AND STRATEGY                                                           

WHAT EXACTLY DOES DIVINE DO?                                                    

divine, inc. provides a complete suite of software products, services, and      
managed applications that help businesses interact, collaborate, and share      
knowledge with their business communities (customers, partners, and employees)  
in order to drive revenue, improve productivity, and advance their brand.       

Divine's business includes a large software and professional services business, 
and, unlike traditional software companies, divine's business also includes     
hosting and managed applications services, and syndicated content streams.      
divine currently provides these solutions through the following four principal  
business divisions:                                                             

 -    PROFESSIONAL SERVICES ORGANIZATION - designs and deploys solutions
      that drive business results by applying a blend of capabilities in
         strategy, creative services, and marketing across a broad spectrum of
leading technologies                                        

     -    ENTERPRISE CONTENT SOLUTIONS - combines leading-edge architecture with
       high-value business content, providing a single point of access for
          all of an organization's critical applications and knowledge resources

     -    COLLABORATION AND INTERACTION PRODUCTS - develops and deploys products
       that focus on collaboration, workflow, and relationship management.
   divine's robust technology platform supports effective customer
    interaction, improved management of the flow of information, and
powerful enterprise collaboration                           

     -    MANAGED APPLICATIONS SERVICES - builds, hosts, manages and monitors an
       organization's critical applications, delivering guaranteed service
         levels, a single point of accountability, immediacy in deployment and
unparalleled 24x7x365 availability, security and reliability

Established in 1999 and headquartered in Chicago, divine is a publicly held     
company, whose shares are traded on Nasdaq under the symbol DVIN. Divine has    
approximately 2,500 professionals, including a sales force of 300. divine has 25
locations across North America and an international presence in the UK, France, 
Switzerland and India.                                                          

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WHAT IS THE HISTORY OF DIVINE?                                                  

divine interVentures, inc. was formed in May 1999 as an internet incubator for a
very broad range of internet start-ups. In Feb 2001, they announced a new       
strategy to build an enterprise software company dedicated to building          
world-class e-business solutions. This new company was formed from several      
companies in their portfolio (39 at that time), combined with additional        
companies they would acquire.                                                   

At that time, they simplified the company name to divine, inc. and created 2    
business units. One unit is the enterprise Web solutions software company,      
referred to by the name of the parent company, divine. The 2nd business unit is 
the holding company for the investments in the portfolio companies that are not 
being merged into the software company, and this 2nd business unit has kept the 
name divine interVentures.                                                      

WHAT IS DIVINE'S STRATEGY TO ACHIEVE ITS MISSION?                               

divine has been increasing its ability to provide complete e-business solutions 
by combining best-of-breed software, services, and hosted applications from a   
variety of companies. In addition to acquiring Eprise, divine is in the process 
of acquiring hosting assets from Intira, content syndication services from      
RoweCom, contact call center technology from eshare communications, and a       
J2EE-based content management and delivery platform and applications from Open  
Market, which will enable the integration of divine's suite of products and     
support the development of future applications. In addition, divine's suite of  
software products includes portal application software (formerly SageMaker) and 
Web collaboration tools for online surveys, message board, and real-time chat   
(formerly Opinionware).                                                         

In parallel with acquiring the products that will form the new divine, divine   
has been building its sales organization and today has a sales force of over 300
people.                                                                         

WHY IS DIVINE ACQUIRING EPRISE?                                                 

Management and the board, with counsel from our financial advisors, fully       
evaluated Eprise's options, both as a stand-alone operation and with this       
transaction, and determined that this was the best course of action for the     
company and its shareholders.                                                   

The acquisition of Eprise is attractive to divine for several reasons:          

     -    Eprise and divine have recognized that effective content management is
       but one significant part of the solution to help businesses improve
  their interactions and knowledge-sharing with their customers,
          partners and employees. Eprise's solution leads the content management
         industry in ease of content contribution and management functionality
     for business users, as well as ease of deployment -- two critical
components for success in completing divine's vision.       

-    Eprise's strong balance sheet and cash position, and its business
         potential, which can be realized with the expanded resources provided
by divine.                                                  

    -    Eprise has attracted a blue-chip list of satisfied customers who will
benefit from the expanded divine product family.            

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     -    Eprise employees bring significant knowledge of content management and
  passion for its role in enabling businesses to succeed through
 improved interaction and collaboration with its constituents.

WHAT IS THE BACKGROUND BEHIND THIS DEAL?                                        

divine determined that content management was an area ripe for consolidation.   
Businesses have learned that multiple different software capabilities are       
required to improve their interactions and collaboration with their customers,  
partners, and employees, in order to improve their business results. As a result
of this and the soft economic climate, businesses are increasingly seeking      
broader product suites from fewer solution providers. divine recognized that    
companies offering a breadth of products and services therefore have an         
advantage. Additionally, it recognized that there are significant operational   
efficiencies in product development, marketing, and distribution that can be    
achieved by a company of a much larger size in a recessionary marketplace.      

WHY IS THIS A GOOD THING FOR EPRISE?                                            

This acquisition has many benefits for Eprise, its employees, and shareholders. 
Eprise's market and product strategy fits perfectly with divine's vision, and   
the merger allows both companies to reach our shared vision much faster than    
either company could do on its own. Eprise has recognized that:                 

  -    An important key to success is an expanded distribution and service
capability, enabling Eprise to participate in more sales    
         opportunities. In today's economic climate, the cost of ownership for
  an Eprise solution makes it an attractive alternative for most
   organizations. The ability to capitalize on that opportunity is
      immediately enhanced by the divine sales and service organization.

    -    The (eventual) integration of Eprise Participant Server with divine's
          anticipated suite of products is in line with our product strategy and
 helps accelerate our progress toward that end. In particular,
         integration with divine's planned product suite will enable Eprise to
quickly enhance its integration with a variety of J2EE-based
          application servers, to leverage their strengths for content delivery,
session management, and system monitoring.                  

-    Portal and content management software product capabilities are  
          converging. Eprise recognized that these portal and content management
      markets must come together to provide the complete capabilities of
both types of products, and must evolve to provide improved 
       integration with enterprise applications, interaction with business
processes, and collaboration between businesses and their   
constituents.                                               

WHY IS THIS A GOOD THING FOR OUR CUSTOMERS, PROSPECTS, AND FOR THE MARKET IN    
GENERAL?                                                                        

This announcement is very positive for all of our customers and prospects.      
Customers and prospects will have access to an integrated suite of software     
products and services                                                           

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to help them better interact and collaborate with their customers, partners, and
employees, rather than integrating several point solution products from many    
different vendors. In addition, they will have continued access to the skills   
and services they are accustomed to, and in the future, will have the added     
strength of an enterprise with a host of additional resources and services.     

THERE IS SIGNIFICANT CROSS-OVER IN THE PRODUCT CAPABILITIES AMONG SOME OF THE   
RECENTLY ACQUIRED COMPANIES, IN PARTICULAR, OPEN MARKET AND EPRISE. WHAT IS     
DIVINE'S VISION OF HOW THESE PRODUCTS WILL COME TOGETHER TO SOLVE A BUSINESS'S  
COMPLETE SET OF INTERACTION, COLLABORATION, AND KNOWLEDGE DELIVERY NEEDS?       

divine's research showed that both Eprise and Open Market had technology that   
was strong and complementary and, if combined with broader distribution         
resources as divine has already begun to assemble, divine could quickly become a
leader in this market.                                                          

While on the surface, the cross-over between Eprise and Open Market may seem    
significant, in reality, it is not. After analyzing the customer base,          
organizational strengths, and technologies of both companies, divine determined 
that the combination provided a stronger content management base than could be  
achieved by one or the other. We expect that the strengths of both products will
come together to address the entire spectrum of content management and delivery 
needs for a wide range of audiences: from employees on intranets, to customers, 
partners and channels through extranets, to prospects via public sites.         

Open Market's content management solutions have been focused primarily on       
centralized management of public-facing publishing and e-commerce sites. Open   
Market also has a very strong international presence.                           

Eprise's success comes from organizations seeking to empower business           
professionals from distributed / dispersed organizations to take an active role 
in contributing and managing content for all types of online applications       
including intranets, extranets, and public sites. Eprise has been developing its
business internationally and is excited about the expansion possible through the
alliance with Open Market and divine.                                           

As the content management market continues to evolve, it is clear that solutions
like those provided by Eprise and Open Market are necessary and appropriate to  
address the broad spectrum of problems facing modern businesses.                

While providing distinct solutions, divine does believe that integration between
these and other divine products will be important to support the interaction,   
collaboration and knowledge-sharing needs of its customers. divine intends to   
provide this integration using standards such as J2EE and XML---standards       
supported by both Eprise and Open Market. It is expected that Open Market's     
J2EE-based content management and delivery platform will be the basis for       
integrating divine's suite of products and will support the development of      
future applications.                                                            

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WHAT IS THE GO-FORWARD PRODUCT STRATEGY? WHAT IS THE EXPECTED TIMELINE FOR      
INTEGRATION OF THE PRODUCTS?                                                    

A basic level of integration exists among all products today, based on support  
of open standards like J2EE. Enhanced integration to simplify deployment will be
developed as the products come together during 2002. Obviously, the first focus 
is on improving the level of integration of the various products.               

ORGANIZATION AND TRANSITION                                                     

WHAT WILL THE ORGANIZATIONAL STRUCTURE OF DIVINE BE?                            

divine operates on the model of centralized administration and sales, and       
independent business units. It is expected that Eprise will become part of a    
division called the Enterprise Content Management division.                     

WHAT WILL BE THE MAKEUP OF THE EXECUTIVE TEAM?                                  

The details of the management structure will be worked out in coming weeks. Joe 
Forgione intends to remain with divine in a senior executive position.          

WHAT WILL BE THE MAKEUP OF THE BOARD OF DIRECTORS?                              

divine is acquiring Eprise, so there will be no change to divine's board.       

HOW WILL EPRISE AND DIVINE WORK TOGETHER DURING THIS TRANSITION PERIOD?         

We have already begun working with a number of representatives from divine, inc.
We plan to establish an Integration Team that will represent functional leads   
from both of our organizations. This team of individuals will work closely and  
collaboratively together on the integration. We will keep you apprised of the   
team's progress and key milestones. Our goal is to share information as it      
becomes available so that you are aware of the benefits and impact the          
combination has on both of our organizations.                                   

Eprise and divine have recently negotiated a reseller agreement that allows     
divine's sales force to immediately begin reselling Eprise products.            

WHAT DOES THE INTEGRATION OF THE TWO COMPANIES INVOLVE?                         

The integration involves examining all functional areas of both companies (such 
as sales, operations, finance, and marketing) and determining how each of these 
areas can work best together to maximize revenues and minimize operating        
expenses. Before any of these decisions can be made, the two companies must come
to know the other's operation well. They must understand each other's products  
and services, computer systems, software, personnel, employee benefits,         
accounting practices, and much more. The information gathering process is what  
usually encompasses much of the due diligence and early integration stages of   
the acquisition.                                                                

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HOW WILL THE TWO SALES ORGANIZATIONS BE INTEGRATED AND RESPONSIBILITIES BE      
SPLIT? WHAT WILL BE THE FINAL SIZE OF THE SALES FORCE?                          

Today divine has over 300 sales personnel. divine will integrate sales for all  
its products globally so that it can present a unified company and product      
offering to its enterprise customers and prospects. Within this sales force     
there are generalists who sell the entire suite of divine products, as well as  
specialists who focus on specific product lines. It is expected in coming weeks 
that plans will be developed for how Eprise sales personnel will be integrated  
into divine.                                                                    

ARE STAFF REDUCTIONS ANTICIPATED? AND IF SO, WHERE, WHEN AND IN WHAT            
DEPARTMENTS?                                                                    

Obviously there will be some overlap in responsibilites. One of the major       
advantages of combining with divine, is to achieve significant operational      
synergies and thus build a strong profitable company. The management of both    
companies will work closely together to assure that the right people are        
selected for the right jobs.                                                    

It's premature to speculate on any staff changes until both companies have the  
opportunity to fully explore marketplace needs and opportunities and then plan  
resources accordingly. Moving forward, we will need to continue to look for ways
to contain costs and focus on keeping our company flexible and nimble.          

The most important thing for us to do now is to remember that we are still      
separate companies and will be until the deal closes later this year. During    
this time, it's critical for our company, and for each of you individually, to  
stay focused and to do your best in each of your responsibilities. Good solid   
performance is important to close the deal, drive shareholder value, maximize   
the value of your options, your job opportunities at Eprise for the next several
months, and the job opportunities that will be available to you after we become 
part of divine.                                                                 

ARE OFFICE CLOSINGS/CONSOLIDATIONS EXPECTED?                                    

Decisions on the locations and consolidation of office facilities will be       
considered during the transition period. At this time, it's premature to        
speculate on any details.                                                       

ARE THERE ANY JOINT CUSTOMERS,? WHAT ARE THE SYNERGIES/PROBLEMS THAT THESE      
PRESENT?                                                                        

There appear to be numerous opportunities for Eprise to penetrate divine's      
installed base to sell content management solutions, and for divine to provide  
more enterprise products to Eprise's installed base.                            

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HOW WILL RESELLER CHANNELS, OEM RELATIONSHIPS, AND MARKETING PARTNERSHIPS BE    
IMPACTED BY THE DEAL?                                                           

Between Eprise and OpenMarket there are complementary partnerships that the     
combined entity will exploit. For example, OpenMarket has a strong relationship 
with IBM and Eprise with EDS. In coming weeks there will be a process to assess 
each partnership in the context of divine's overall business strategy. Those    
partnerships that continue to fit will be focused on and enhanced with the      
broader capabilities that divine can provide.                                   

WHAT WILL HAPPEN TO OUR BENEFITS PROGRAM?                                       

For the time being, we will continue with our existing benefits, payroll and    
vacation programs. As our companies review plans, we will provide you with more 
detailed information on any changes and actions you may need to take regarding  
Eprise's transition to divine's programs.                                       

Our employee benefits will remain the same for the time being, and you should   
continue to use our current insurance programs until further notice.            

COMMUNICATIONS                                                                  

WHO SHOULD WE CONTACT IF THERE ARE QUESTIONS FROM ANALYSTS OR THE MEDIA?        

Please do not speak to analysts or the media directly. Direct any investor or   
financial analyst inquiries to Milt Alpern at 508-661-5217. Direct any industry 
analyst or media inquiries to any of the following people: Kathy Kessel or Jenn 
Leader at Eprise, to Ken Peters (kpeters@pancomm.com), Kelly Murray             
(kmurray@pancomm.com) or Dan Sher (dsher@pancomm.com) at PAN Communications     
(978/474-1900).                                                                 

HOW WILL THIS EVENT AND THE GO-FORWARD STRATEGIES BE COMMUNICATED TO FINANCIAL  
ANALYSTS AND INVESTORS, EMPLOYEES, CUSTOMERS AND PROSPECTS, INDUSTRY ANALYSTS   
AND MEDIA, AND PARTNERS? This morning we announced the definitive agreement with
divine, inc. via a press release, which went over the wire at 7:30 am EDT. We   
also held a conference call with the financial community today, and we have also
begun briefing industry analysts and key media. Moving forward, we will be      
communicating with our clients, prospects and partners and conveying how our    
combination with divine inc. offers them additional products and services.      

HOW DO I RESPOND TO IMMEDIATE CALLS FROM CUSTOMERS OR PROSPECTS?                

We are providing additional Sales Q&A to assist in calls with clients, which    
will help you phrase responses to questions about Eprise's combination with     
divine, inc. You should refrain from any written communication (including       
e-mail) with customers, prospects or partners about the pending deal, other than
that provided by Eprise management.                                             

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This announcement is very positive for all of our customers. They will have     
continued access to the skills and services they are accustomed to, and in the  
future will have the added strength of an enterprise with a host of additional  
products, resources and services.                                               

In the interim, you will want to explain that the two companies remain          
independent until the transaction closes. Reassure them that all commitments    
made prior to the acquisition will be honored.                                  

We are allowed to discuss the general benefits and competitive advantages that  
our acquisition by divine will provide them, but you can't get into matters of  
price or specific products of divine, inc. Employees should consult our legal   
department if they are in doubt as to whether an exchange of information or any 
other pre-closing activity raises any concerns.                                 

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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
		9/17/01		3					8-K
		6/30/01		3					10-Q
		4/30/01		1
		4/18/01		1					DEF 14A
									List all Filings