[CONVERGENT GROUP CORPORATION LETTERHEAD]
0000 Xxxxx Xxxxxxx'x Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Telephone 000.000.0000
Facsimile 303.741.8401
BY FIRST CLASS MAIL
Dear Stockholder:
On October 13, 2000, Convergent Group Corporation (the
"Company") entered into an Agreement and Plan of Merger
with Schlumberger Technology Corporation, a Texas
corporation ("STC"), Convergent Holding Corporation, a
Delaware corporation and a wholly owned subsidiary of STC
("Parent"), and Convergent Acquisition Sub., Inc., a
Delaware corporation and a wholly owned subsidiary of
Parent ("Purchaser"), that provides for the acquisition of
all of the shares of common stock, par value $0.001 per
share, of the Company by Purchaser at a price of $8.00 per
share.
The Purchaser has today commenced a cash tender offer
for any and all of the issued and outstanding shares of
common stock of the Company at a price of $8.00 net per
share. If Parent beneficially owns at least a majority of
the common stock (on a fully diluted basis) and certain
other conditions are satisfied or waived and the tender
offer is consummated, the merger agreement provides that,
following the tender offer, Purchaser will merge with and
into the Company and any remaining shares of common stock
of the Company will be converted into the right to receive
$8.00 per share in cash, without interest.
At a meeting on October 13, 2000, your Board of
Directors, by unanimous vote of all directors, based on,
among other things, the unanimous recommendation of a
Special Committee of the Board comprised of independent
directors (i) determined that the merger is advisable and
that the terms of the offer, the merger, the merger
agreement and the transactions contemplated thereby are
fair to, and in the best interests of, the Company and its
stockholders, (ii) approved the offer and the merger and
approved and adopted the merger agreement, and
(iii) recommended the offer to, and the approval of the
merger agreement and the transactions contemplated thereby
by, the stockholders of the Company.
In arriving at its recommendation, the Board gave
careful consideration to the factors described in the
enclosed tender offer materials and Schedule 14D-9.
Included with the Company's Schedule 14D-9 is the written
opinion, dated October 13, 2000, of Xxxxxx Xxxxxxx & Co.
Incorporated, the Special Committee's financial advisor, to
the effect that, as of that date and based on and subject
to the matters described in the opinion, the price per
share of $8.00 to be received in the offer and the merger
by the holders of shares of common stock was fair, from a
financial point of view, to such holders.
Enclosed for your consideration are copies of the
tender offer materials and the Company's Schedule 14D-9,
which are being filed today with the Securities and
Exchange Commission. These documents should be read
carefully.
Sincerely,
/s/ Xxxxx X. Xxxxxxxxxx, Xx.
Xxxxx X. Xxxxxxxxxx, Xx.
Xxxxxxxx, President and Chief Executive
Officer
