Private and Confidential
September 20, 2000
Xx. Xxxxx Xxxxxxxxxx, Chairman,
President and Chief Executive Officer
Convergent Group Corporation
0000 Xxxxx Xxxxxxx'x Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Xx. Xxxxxxxxxx:
This letter sets forth the terms upon which Schlumberger Limited, or a
designated subsidiary or affiliate, ("Schlumberger") and Convergent Group
Corporation ("Convergent") agree to continue discussions regarding our
non-binding proposal to acquire all of the outstanding capital stock of
Convergent (the "Proposed Transaction"). We and our legal advisors are
prepared to move forward immediately to draft the definitive documentation and
close the transaction as promptly as possible.
In consideration of the mutual convenants set forth below, Schlumberger
and Convergent agree as follows:
1. PROPOSED TERMS. The obligations of the parties to consummate the
proposed transaction shall be subject in all respects to the negotiation,
execution and delivery of a definitive agreement approved by the boards of
directors of Schlumberger and Convergent and the satisfaction of the
conditions contained in the definitive agreement.
2. CONFIDENTIALITY. Our willingness to continue discussions regarding
this proposal is also expressly conditioned on the continuing confidentially
of the terms of, and existence of, our proposal and these discussions. Each
of our offered consideration (including any draft definitive documentation)
and our identity are confidential and our willingness to execute definitive
documentation relating to a transaction is expressly conditioned upon such
confidentiality. Convergent hereby agrees not to disclose any such
information to anyone, including, without limitation, other potential
purchasers of (x) Convergent, (y) equity interests in Convergent or (z) any
portion of either; PROVIDED, HOWEVER, Convergent may disclose such
information (i) to its advisors in connection with the evaluation of the
proposed transaction and PROVIDED, FURTHER, that such persons are, prior to
receipt of such information, informed of the confidential nature of such
information and agree to be bound by the non-disclosure provisions hereof, or
(ii) if in the
Convergent Group Corporation
September 20, 2000
Page 2
reasonable judgment of Convergent, such information is required to be
disclosed by any court order, law or any rule or regulation of any regulatory
authority applicable to Convergent.
3. EXCLUSIVITY. During our negotiations of definitive documentation, we
will devote substantial time and incur significant out-of-pocket expenses
and, in consideration of us proceeding, Convergent agrees that, for the
period commencing on the date of acceptance of this offer letter and ending
at 5:00 p.m. (New York City time) on September 28, 2000 (the "Exclusive
Period"), Convergent shall not, and shall cause its affiliates, officers,
employees and other agents to not, directly or indirectly, (x) take any
action to encourage, solicit or initiate any Alternative Proposal (as defined
below) or (y) respond to, continue, initiate or engage in discussions or
negotiations concerning any Alternative Proposal with, or disclose in
connection with any Alternative Proposal any non-public information relating
to Convergent or afford access to the properties, books or records of
Convergent to any person, corporation, partnership, limited liability company
or other entity (except Schlumberger and its representatives); PROVIDED,
HOWEVER, that nothing contained in this letter agreement (this "Agreement")
shall prevent Convergent or its Board of Directors from complying with
Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act of 1934,
as amended, with regard to an Alternative Proposal. "Alternative Proposal"
means any sale, recapitalization or other disposition of the business of
Convergent, or any material portion of the capital stock or assets of
Convergent.
4. ENFORCEABILITY; TERMINATION. Once accepted by you, this offer letter
may not be terminated except by our mutual written consent, except that this
offer letter will terminate without further action if a definitive agreement
is not entered into between Schlumberger and Convergent on or prior to the
end of the Exclusive Period. This offer letter is not intended to consitute a
binding and enforceable contract (except for the provisions set forth in
paragraphs 2, 3 and this paragraph 4, which are intended to be binding
obligations of Convergent and shall survive any termination of this offer
letter). Any transaction with respect to the Proposed Transaction is subject
to, among other things, the negotiation and execution of a mutually
satisfactory definitive acquisition agreement. To the extent intended to be
binding, this offer letter shall be governed by and construed in accordance
with the laws of the State of Delaware. This offer letter may be executed in
one or more counterparts each of which shall constitute but one and the same
offer letter. Each of Schlumberger and Convergent shall bear its own expenses
in connection with the transactions contemplated by this offer letter.
Paragraphs 2, 3 and this paragraph 4 constitute the entire agreement between
Schlumberger and Convergent with respect to the matters contemplated by this
offer letter and no prior negotiation, understanding, arrangement or course
of dealing or performance shall be of any effect other than the
non-disclosure letter between the parties dated July 6, 2000, as amended
August 4, 2000, which shall remain in full force and effect.
Convergent Group Corporation
September 20, 2000
Page 3
If you have any questions or comments, please do not hesitate to contact
our financial advisor, Xxxxx Xxxxx from Xxxxxxx Xxxxx Xxxxxx at (212)
816-4338 or our legal counsel, Xxxxxxx Xxxxxxxxx, at (000) 000-0000 of
Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP. We look forward to hearing from you soon.
Our management team is eagerly anticipating your reaction to what we
believe is a constructive and valuable proposal. In the meantime, we stand
ready to provide further clarification or to answer any questions you may
have regarding the above. If the foregoing is acceptable to you, please
execute this offer letter in the space provided below.
Very truly yours,
SCHLUMBERGER LIMITED
By:
/s/ Xxxxxxx Xxxxxxxx
----------------------------------
Xxxxxxx Xxxxxxxx
Deputy General Counsel
The undersigned xxxxxx agrees to the foregoing:
CONVERGENT GROUP CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxxx, Xx.
------------------------------
Name: Xxxxx X. Xxxxxxxxxx, Xx.
Title: CEO
Date: 9/20/00
cc: Xxxxxxx Xxxxxxxxx
