AMENDMENT NO. 2
TO
RIGHTS AGREEMENT
AMENDMENT NO. 2 (this "Amendment"), dated as of May 9, 2003, to the
Rights Agreement, dated as of August 29, 2000 (the "Rights Agreement"), between
SYNAVANT INC., a Delaware corporation (the "Company"), and EQUISERVE TRUST
COMPANY, N.A., as Rights Agent (the "Rights Agent"), as amended by Amendment No.
1 thereto, dated as of April 12, 2003 ("Amendment No.1"). Capitalized terms used
herein without definition shall have the meanings given to them in the Rights
Agreement.
RECITALS:
WHEREAS, the Board of Directors of the Company has authorized and
declared a dividend distribution of one Right for each share of Common Stock
outstanding as of the close of business on August 30, 2000, each Right
representing the right to purchase one-thousandth (subject to adjustment) of a
share of Preferred Stock, upon the terms and subject to the conditions set forth
in the Rights Agreement;
WHEREAS, the Rights remain issued and outstanding and the Rights
Agreement remains in effect with respect thereto;
WHEREAS, no Distribution Date, Redemption Date or Final Expiration Date
has occurred;
WHEREAS, on April 12, 2003, the Company entered into an Agreement and
Plan of Merger (the "Cegedim Agreement") among the Company, CEGEDIM SA, a French
corporation ("Cegedim"), and Jivago Acquisition Corporation, a Delaware
corporation, pursuant to which Cegedim commenced a tender offer on April 18,
2003 (the "Cegedim Offer") to purchase all of the outstanding shares of common
stock, par value $0.01 per share, of the Company (together with the associated
Rights, the "Shares");
WHEREAS, the Company intends to (i) enter into an Agreement and Plan of
Merger (the "Dendrite Merger Agreement"), with Dendrite International, Inc., a
New Jersey corporation ("Dendrite"), and Amgis Acquisition Co., a Delaware
corporation and a wholly-owned subsidiary of Dendrite (the "Purchaser"), which
will provide for, among other things, a tender offer (the "Dendrite Offer") by
Purchaser to purchase the Shares and, following the Dendrite Offer, a merger
(the "Dendrite Merger") of Purchaser with and into the Company and (ii)
terminate the Cegedim Agreement;
WHEREAS, the Company desires to terminate the changes to the Rights
Agreement effected by Amendment No. 1;
WHEREAS, the Company desires to amend the Rights Agreement to provide
that, among other things, each of Dendrite and Purchaser shall not be an
Acquiring Person for purposes of the Rights Agreement in connection with the
Dendrite Offer and the Dendrite Merger pursuant to the terms of the Dendrite
Merger Agreement;
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WHEREAS, in accordance with Section 27 of the Rights Agreement, the
Company has certified to the Rights Agent that this Amendment is in compliance
with the Rights Agreement and has directed the appropriate officers of the
Company to take all appropriate steps to execute and deliver this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Termination of Amendment No. 1.
As of the date hereof, Amendment No. 1 is hereby terminated in its
entirety and the provisions thereof are hereby nullified and of no further force
or effect.
2. Amendments to Rights Agreement.
(a) Section 1(a) of the Rights Agreement is hereby amended to add
the following sentence thereto:
"Notwithstanding anything in this Agreement to the contrary,
none of Dendrite, Purchaser nor any of their respective Affiliates or
Associates shall be deemed to be an Acquiring Person pursuant to any of
the transactions contemplated by the Dendrite Merger Agreement."
(b) Section 1(r) of the Rights Agreement is hereby amended to add
the following sentence at the end of the definition of "Stock Acquisition Date"
thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Stock Acquisition Date shall not be deemed to have occurred solely as
the result of the public announcement, approval, execution, delivery or
performance of the Dendrite Merger Agreement or the consummation of the
Dendrite Offer or the Dendrite Merger."
(c) Section 1 of the Rights Agreement is hereby amended to add the
following definitions of "Cegedim", "Cegedim Merger Agreement", "Cegedim Offer",
"Dendrite", "Dendrite Merger", "Dendrite Merger Agreement", "Dendrite Offer",
"Effective Time" and "Purchaser" in the appropriate alphabetical order:
"Cegedim" shall mean CEGEDIM SA, a French corporation;
"Cegedim Merger Agreement" shall mean the Agreement and Plan
of Merger dated as of April 12, 2003 among Cegedim, Jivago Acquisition
Corporation and the Company, as amended from time to time in accordance
with its terms;
"Cegedim Offer" shall mean the term referred to as the "Offer"
in the Cegedim Merger Agreement;
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"Dendrite" shall mean Dendrite International, Inc., a New
Jersey corporation;
"Dendrite Merger" shall mean the term referred to as the
"Merger" in the Dendrite Merger Agreement;
"Dendrite Merger Agreement" shall mean the Agreement and Plan
of Merger dated as of May 9, 2003 among Dendrite, Purchaser and the
Company, as amended from time to time in accordance with its terms;
"Dendrite Offer" shall mean the term referred to as the
"Offer" in the Dendrite Merger Agreement;
"Effective Time" shall have the meaning set forth in the
Dendrite Merger Agreement;
"Purchaser" shall mean Amgis Acquisition Co., a Delaware
corporation and a wholly-owned subsidiary of Dendrite.
(d) Section 3(a) of the Rights Agreement is hereby amended to add
the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as the
result of (i) the approval, execution and delivery of the Cegedim
Merger Agreement or the announcement or commencement of the Cegedim
Offer (it being understood that the consummation of the Cegedim Offer
shall not be so excepted) or (ii) the approval, execution, delivery or
performance of the Dendrite Merger Agreement or the announcement,
commencement or consummation of the Dendrite Offer or the consummation
of the Dendrite Merger."
(e) Section 7(a) of the Rights Agreement is hereby amended by
deleting the word "or" immediately preceding clause (iii) and replacing such
word with "," and by adding the following at the end of clause (iii): "or (iv)
immediately prior to the Effective Time of the Dendrite Merger."
(f) Section 13 of the Rights Agreement is hereby amended to add the
following subsection at the end thereof:
"(f) Notwithstanding anything in this Agreement to the
contrary, no event set forth in this Section 13 shall be deemed to have
occurred solely as a result of the approval, execution, delivery or
performance of the Dendrite Merger Agreement or the consummation of the
Dendrite Offer or the Dendrite Merger."
3. Effectiveness. This Amendment shall be deemed to be in force and
effect immediately prior to the execution and delivery of the Dendrite Merger
Agreement. Except as amended hereby, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
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4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed entirely within such State.
5. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall together constitute but one and
the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
SYNAVANT INC.
By: Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
EQUISERVE TRUST COMPANY, N.A.,
as Rights Agent
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
OFFICER'S CERTIFICATE
May 9, 2003
Reference is made to the Rights Agreement, dated as of August 29, 2000
(as may be amended from time to time, the "Rights Agreement"), between SYNAVANT
Inc., a Delaware corporation (the "Company"), and EquiServe Trust Company, N.A.,
as Rights Agent.
Pursuant to Section 27 of the Rights Agreement, the undersigned officer
of the Company hereby certifies that in the opinion of the undersigned officer
the Amendment No. 2 to the Rights Agreement, dated as of the date set forth
above and provided herewith to the Rights Agent, complies with Section 27 of the
Rights Agreement.
IN WITNESS WHEREOF, the undersigned has hereunto set his name in the
capacity indicated.
By: Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman and CEO
