DIVINE DIFFERENCE IN FILIPOWSKI'S PLAN
1 GOAL: TO SHED INCUBATOR LABEL

Tribune Staff Writer
February 14, 2001

Divine Interventures Inc. founder Andrew "Flip" Filipowski unveiled a new name--Divine Inc.--and a retooled strategy Tuesday in his latest bid to turn around the Lisle-based Internet consortium's battered stock.

His new game plan--coupled with three announcements intended to signal strongly that Divine is a buyer rather than bait for a vulture investor--is a striking reprise of his strategy at his earlier venture, the former Platinum Technology International Inc.

At Platinum, Filipowski went on a 2 1/2-year buying binge that built a leading software firm but failed to create a consistently profitable company and ended in a $3.5 billion buyout by Platinimum's archrival, Computer Associates International Inc., now an investor in Divine.

Filipowski said Tuesday that Divine Inc., a holding company, will buy software companies that offer technology to help corporations communicate with their employees, customers, suppliers and vendors.

This hot enterprise portal niche is fast growing, chaotic and very competitive.

Nonetheless, by focusing on rolling up software companies, Filipowski is returning to what he knows.

"If he had gone from Platinum to this, everyone would have said, `Sure, he knows the space, he can do it,'" said former Computer Associates senior executive Marc Sokol, a venture capitalist at Chicago's JK&B Venture Partners.

Instead, Filipowski modeled Divine after a then-highflying Internet consortium, Massachusetts-based CMGI Inc.

Now that the market for such speculative stocks has collapsed, Filipowski not only has been crafting a new strategy, he's also trying to kick Divine's "incubator" label.

"We'd like to erradicate people's perception that we are an incubator," Filipowski said in a telephone interview from a technology conference in San Francisco, where he and longtime Chief Financial Officer Michael Cullinane outlined Divine's plans for analysts.

"Starting today," he said, "people will think of us as what we've always tried to become: an operating company. ... We are doing far more buying than investing during this time when it's cheaper to do it that way."

Divine Interventures will continue as a separate holding company, but it will not make new investments in start-ups.

More than a dozen of the companies in which Divine Interventures invested are software firms that will play a part in Divine Inc.'s new software roll-up, Filipowski said.

Divine's stock closed Tuesday at $1.56, down 6 cents, or 3.8 percent, before the announcements.

Also Tuesday, Divine announced an acquisition--the $16.5 million stock purchase of Connecticut-based software firm Sagemaker Inc., which develops enterprise information portal technology.

In addition, Divine announced a strategic alliance with Computer Associates, whereby the the New York-based software giant's portal technology will be employed with Sagemaker's software.

And Divine announced a poison pill provision to protect against hostile bids. Market observers have noted that Divine's battered stock price, which is substantially below the per-share value of its cash on hand, makes it a potential target for a vulture buyer.

"We are buyers, not sellers," Filipowski said.

Reaction to the news was mixed. Some experts view Divine's strategy as promising; others see it as a desperate attempt to bail out investors, which include the likes of Microsoft Corp., Dell Computer Corp. and Hewlett-Packard Corp., in addition to a "who's who" of the local technology scene.

"The question is, no matter what kind of changes he's made in the business model, is enterprise portal software a sustainable business or is this just being built to sell?" Sokol said.

William N. Weaver Jr., a leading local technology attorney and name partner at Chicago's Sachnoff & Weaver, said of Filipowski, "He's going back to something he knows.

"He was successful the last time. He's got a lot of cash to play with [at Divine], so he can buy a lot of time to build a software company."

Nonetheless, Weaver said, "He's more or less starting from scratch, so I don't think it's going to be easy."

At the end of last year, Divine had about $240 million in cash and had cut its "burn rate"--the amount of money the company is spending to operate--to less than $9 million per quarter.