Divine Chronology

 "Unraveling Ambitions: The Divine Merger Saga"

In the early 2000s, the business landscape was undergoing seismic shifts, with mergers and acquisitions shaping the destinies of companies and individuals alike. 

Against this backdrop, the entwined stories of Aleksander Szlam and Andrew Filipowski unfold, revealing a chronicle of aspirations, promises, and ultimately, shattered dreams.

Seeds of Collaboration (February 2001)

Our journey began at the dawn of the new millennium when Aleksander Szlam and Andrew Filipowski engaged in discussions that would irrevocably alter their trajectories. 

Conversations over the phone laid the groundwork for a potential merger deal, with Szlam envisioning a pivotal role within the reimagined company.

A Vision Takes Shape (March 2001)

As March arrives, Szlam's interest in the merger deepens. He stipulates his conditions: remaining at the helm of strategic business and technological decisions, joining the board, receiving a multi-million compensation subject to capital gains tax, and committing to sell only a fraction of his shares when Wall Street permits. 

Key to his demands is avoiding any shareholder lawsuits that might taint the venture.

A Proposal Unveiled (April 2001)

In April, with the assistance of Broadview Associates, an M&A firm eShare hired to seek out potential merger partners, the meeting is arranged with Andrew Filipowski, CEO of Divine, Inc., to present a proposal for a potential merger, encapsulating the complex financial terms. 

Conversations abound, touching on various strategies, alterations, and innovative ideas for ensuring key compensations and employee benefits are preserved while steering clear of legal hurdles.

Legal Navigations and External Partnerships (May 2001)

Szlam's exploration of the merger deepens as he becomes concerned and mandates further examinations of the financial condition of Divine. He involves the expertise of Broadview Associates and Morris Manning's legal team. Obtaining updated financial documents, and detailed reviews by the eShare board - an updated Term sheet emerges. 

The intricate dance of negotiations propels the merger's prospects forward.

Commitments and Concerns (June 2001)

June sees the crystallization of the merger's terms and agreements. Collars on Divine's stock price are set, 'walk away' criteria are established, Szlam's 'Put Option' is agreed and the shape of the merger deal comes into focus. 

Yet, concerns continue about Divine's now highly fluctuating stock price and corporate strategies that challenge the promises made.

A Fateful Announcement (July 2001)

July 9th marks a pivotal moment as the eShare/divine merger intent is publicly announced. The market's response to this announcement triggers a series of events that send Divine's stock on a turbulent path.

Promises Unraveled (August 2001 - October 2001)

Divine's trajectory begins to deviate from the assurances presented earlier. Acquisitions and diluted stock values cause concern among eShare management and Board members. A stark contrast emerges between the earlier promises made and the unfolding reality. 

Yet again, Filipowski is able to explain away his actions and presents newly updated financials and more attractive proposal terms. Alek and the eShare board voted for the merger.

A Crisis of Confidence (2002)

First couple of months post-merger, things seemed to go okay. However, once eShare bank accounts were purged and cash transferred to Divine banks, things changed dramatically. 

Starting in early 2002, Szlam no longer had access to financials, and employees, including those with whom he worked for years on innovations. 

He was excluded from all meetings. 

Execs were prohibited from sharing financial or other info with him. 

The year dawned with a growing crisis of confidence. 

SEC Filings, meetings, and personal conversations fail to reconcile the disparities between commitments and outcomes. 

Szlam's quest to salvage divine, its out-of-control spending, and share dilutions, culminates in an unannounced visit by Alek at the Chicago corporate offices to meet Filipowski face to face.

Embarrassed and alarmed, Filipowski takes Alek on a drive in his open-top sports car, while Alek with determination and fervor attempts to explain that the company is on the verge of bankruptcy unless drastic changes take place immediately.  

But, Filipowski is not fazed, tells Alek all is under control, and suggests he travels to Europe assisting with sales and visiting divine's newly acquired entities. 

The gulf between assurances and reality remains.

The Darkening Horizon (2003)

By 2003, the erosion of trust had reached its peak. 

Szlam having delivered to Filipowski and Divine's key board member a detailed financial analysis indicating bankruptcy is around the corner, was unexpectedly fired in early February. 

Horrific situation having lost his companies, 20 years of dedication, much sacrifice, innovations, livelihood, the many future opportunities, and the numerous people connections with whom he worked and imagined a better future. 

As Divine files for bankruptcy, the echoes of dashed expectations reverberate throughout the industry.

Aftermath and Reflection (Present Day)

The story of Aleksander Szlam and Andrew Filipowski stands as a testament to the complex dance of business ambitions, agreements, and their ultimate consequences. 

Szlam's hopes for a prosperous merger, once brimming with promise, were ultimately dashed by a chain of events that revealed the fragility of commitments and the volatility of corporate landscapes.

As we look back on this tale of a merger gone awry, it serves as a reminder of the multifaceted dynamics that shape the world of business – where aspirations can soar, promises can falter, and destinies can unravel in the midst of high-stakes deals and market turbulence.