|DVIN alters the terms of the Viant deal; less cash to DVIN. less dilution. If I were a DVIN shareholder, I would want the cash.|
Divine, Viant alter terms of proposed deal
By Barbara Rose
Tribune staff reporter
Published July 24, 2002
Divine Inc. announced revised terms Tuesday for a pending buyout of Viant Corp. that would distribute the bulk of Viant's cash directly to Viant shareholders, increasing the likelihood they will approve the deal.
Viant shares rose 29 cents on the news, to $1.38, Tuesday. Divine's shares fell 11 cents, to $2.36, reflecting the Nasdaq stock market's broad sell-off.
The proposed new terms would mean far less dilution for shareholders of Divine, a Chicago-based software and services company, and a much larger cash payout for investors in Viant, an Internet consultancy based in Boston.
The 4-month-old deal, a marriage between two former Internet highfliers, was renegotiated after Divine's shares continued to decline--increasing the likelihood Viant shareholders would reject the offer--and Divine turned to private investors for cash.
In May, Divine announced a $61 million commitment from venture capital firm Oak Investment Partners and other investors, who will own more than 30 percent of the company.
The private investment "gave us the opportunity to restructure the deal with Viant so we won't have to issue as many shares," said Anne Schmitt, a spokeswoman for Divine.
Under the new terms, Viant shareholders would get $72.5 million in cash, or about $1.46 per share, plus Divine shares. Divine has agreed to issue shares worth between $2.5 million and $3.69 million, based on a formula that takes into account Divine's stock price prior to closing.
The earlier deal called for a larger number of Divine shares and a $24 million cash dividend, or about 46 cents per share.
That proposal angered some Viant shareholders who said they preferred that the company liquidate, a move that Chief Executive Robert Gett said in April would have yielded between $1.80 and $1.85 per share.
Calls to Viant on Tuesday were not returned, but in a memo to employees Gett wrote: "This long period of uncertainty and anxiety is coming to a close and we should look forward to a new chapter for Viant."
The deal is expected to close in mid-September.
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