<PAGE>
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell any Shares (as defined below). The Offer (as defined below) is made
solely by the Offer to Purchase (as defined below) and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. The Purchaser (as defined below) is not aware of any state
where the making of the Offer is prohibited by administrative or judicial action
pursuant to any valid state statute. If the Purchaser becomes aware of any valid
state statute prohibiting the making of the Offer or the acceptance of the
Shares pursuant thereto, the Purchaser shall make a good faith effort to comply
with such statute or seek to have such statute declared inapplicable to the
Offer. If, after such good faith effort, the Purchaser cannot comply with any
such state statute, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) holders of Shares in such state. In any jurisdiction where
the securities, "blue sky" or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
NOTICE OF OFFER TO PURCHASE
ALL OUTSTANDING SHARES OF COMMON STOCK
of
CONVERGENT GROUP CORPORATION
at
$8.00 Net Per Share
by
CONVERGENT ACQUISITION SUB, INC.
a wholly owned subsidiary
of
CONVERGENT HOLDING CORPORATION
a wholly owned subsidiary
of
SCHLUMBERGER TECHNOLOGY CORPORATION
Convergent Acquisition Sub, Inc. (the "Purchaser"), a wholly owned
subsidiary of Convergent Holding Corporation (the "Parent"), which in turn is a
wholly owned subsidiary of Schlumberger Technology Corporation ("STC"), is
offering to purchase all of the outstanding shares of Common Stock, par value
$0.001 per share (the "Shares"), of Convergent Group Corporation ("Convergent"),
at a price of $8.00 per Share, net to the seller in cash, without interest (the
"Offer Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated October 27, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, as amended or supplemented from time to
time, together constitute the "Offer"). The Offer is a third party tender offer
by the Purchaser to purchase all Shares at the Offer Price tendered pursuant to
the Offer. Following the consummation of the Offer, the Purchaser and Parent
intend to effect the Merger (as defined below) in the manner described below.
THE OFFER IS NOT CONDITIONED UPON THE PURCHASER OBTAINING FINANCING. THE
OFFER IS SUBJECT TO OTHER TERMS AND CONDITIONS SET FORTH IN THE OFFER TO
PURCHASE. PLEASE SEE "THE TENDER OFFER - CONDITIONS OF OUR OFFER" IN THE
OFFER TO PURCHASE.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, NOVEMBER 27, 2000, UNLESS THE OFFER IS EXTENDED.
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THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE SHALL HAVE
BEEN VALIDLY TENDERED, AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF
THE OFFER, NOT LESS THAN THAT NUMBER OF SHARES WHICH, WHEN ADDED WITH THE
SHARES BENEFICIALLY OWNED BY STC, THE PARENT AND THE PURCHASER, AND WHEN
ADDED TO THE SHARES TO BE CONTRIBUTED TO THE PARENT PURSUANT TO THE
CONTRIBUTION AGREEMENT (AS DEFINED BELOW), CONSTITUTES AT LEAST A MAJORITY OF
THE SHARES OUTSTANDING ON A FULLY DILUTED BASIS, EXCLUDING ANY SHARES HELD BY
CONVERGENT OR ANY OF ITS SUBSIDIARIES, AND (2) ALL MATERIAL GOVERNMENTAL OR
REGULATORY NOTICES, APPROVALS OR OTHER REQUIREMENTS NECESSARY TO CONSUMMATE
THE MERGER SHALL HAVE BEEN GIVEN, OBTAINED OR COMPLIED WITH, INCLUDING THE
EXPIRATION OR TERMINATION OF THE APPLICABLE WAITING PERIOD UNDER THE U.S.
ANTITRUST LAWS.
<PAGE>
CONVERGENT'S BOARD OF DIRECTORS, BASED UPON THE UNANIMOUS RECOMMENDATION
OF A SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS OF THE BOARD (THE "SPECIAL
COMMITTEE"), (1) UNANIMOUSLY DETERMINED THAT EACH OF THE MERGER AGREEMENT (AS
DEFINED BELOW), THE OFFER, THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED
THEREBY IS FAIR TO, ADVISABLE AND IN THE BEST INTERESTS OF CONVERGENT'S
STOCKHOLDERS, (2) UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE OFFER, THE
MERGER AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, AND (3)
UNANIMOUSLY RECOMMENDS THAT CONVERGENT'S STOCKHOLDERS ACCEPT THE OFFER AND
TENDER THEIR SHARES PURSUANT TO THE OFFER AND ADOPT THE MERGER AGREEMENT.
The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of October 13, 2000 (the "Merger Agreement"), by and among STC, the
Parent, the Purchaser and Convergent. The Merger Agreement provides, among
other things, that as promptly as practicable after the purchase of Shares
pursuant to the Offer and the satisfaction or, if permissible, waiver of the
other conditions set forth in the Merger Agreement and in accordance with the
relevant provisions of the Delaware General Corporation Law, the Purchaser
will be merged with and into Convergent (the "Merger"). At the effective time
of the Merger (the "Effective Time"), each Share issued and outstanding
immediately prior to the Effective Time of the Merger (other than Shares held
in the treasury of Convergent and other than shares held by stockholders who
will have demanded and perfected appraisal rights under applicable law), will
be canceled and converted automatically into the right to receive $8.00 in
cash (or any higher price that may be paid per share in the Offer) without
interest. The Merger Agreement is more fully described in the Offer to
Purchase.
Prior to the execution of the Merger Agreement, Cinergy Ventures, LLC
("Cinergy") and certain officers of Convergent (the "Management Investors")
entered into a Subscription and Contribution Agreement (the "Contribution
Agreement"), pursuant to which such parties agreed to contribute a certain
portion of their Shares (the "Contribution Shares") to the Parent prior to
the Merger and to tender the remaining portion of their Shares in the Offer.
The Contribution Shares represent approximately 28.3% of the Shares on a
fully diluted basis. There are potential conflicts of interest that the board
and the Special Committee had to consider with respect to the transaction,
which are described in more detail in the Offer to Purchase.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered to Purchaser and not
properly withdrawn, if and when Purchaser gives oral or written notice to
Citibank, N.A. (the "Depositary") of Purchaser's acceptance of such Shares
for payment pursuant to the Offer. In all cases, upon the terms and subject
to the conditions of the Offer, payment for Shares accepted for payment
pursuant to the Offer, including during any subsequent offering period, will
be made by deposit of the purchase price therefor with the Depositary, which
will act as agent for tendering stockholders for the purpose of receiving
payment from Purchaser and transmitting such payment to validly tendering
stockholders. Under no circumstances will interest on the purchase price for
Shares be paid by Purchaser, regardless of an extension of the Offer or any
delay in making such payment. In all cases, payment for Shares tendered and
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (1) certificates representing Shares (the "Share
Certificates") or confirmation of the book-entry transfer of such Shares in
the Depositary's account at The Depository Trust Company ("DTC") pursuant to
the procedures set forth in the Offer to Purchase, (2) the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed,
with any required signature guarantees or (in the case of a book-entry
transfer) an Agent's Message (as defined in "The Tender Offer - Acceptance
for Payment and Payment for Shares" in the Offer to Purchase) and (3) any
other documents required by the Letter of Transmittal.
Purchaser expressly reserves the right, in its sole discretion (subject to
the terms and conditions of the Merger Agreement), at any time and from time to
time, to extend the period of time during which the Offer is open by giving oral
or written notice of such extension to the Depositary. Any such extension will
be followed as promptly as practicable by public announcement thereof, and such
announcement will be made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date (as defined
below). During any such extension, all Shares previously tendered and not
properly withdrawn will remain subject to the Offer, subject to the right of a
tendering stockholder to withdraw such stockholder's Shares. The term
"Expiration Date" means 12:00 Midnight, New York City time, on Monday, November
27, 2000, unless Purchaser, subject to the terms of the Merger Agreement, has
extended the period of time for which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date at which the Offer, as so
extended by Purchaser, shall expire.
<PAGE>
In addition, following the Expiration Date (as it may be so extended) and
the purchase of Shares in the Offer, there may be a subsequent offering period,
lasting for at least three and not more than 20 business days; stockholders who
tender Shares during a subsequent offering period will not have the right to
withdraw their Shares during such subsequent offering period. Purchaser does not
currently intend to include a subsequent offering period, although it reserves
the right to do so in its sole discretion regardless of whether or not the
events or the facts set forth in "The Tender Offer - Conditions of Our Offer,"
of the Offer to Purchase have occurred. If Purchaser shall have acquired less
than 90% of the Shares on the Expiration Date of the Offer, it may elect to
provide a subsequent offering period. Pursuant to Rule 14d-7 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), no withdrawal
rights apply to Shares tendered during a subsequent offering period and no
withdrawal rights apply during the subsequent offering period with respect to
Shares tendered in the Offer and accepted for payment. The same consideration
will be paid to stockholders tendering Shares in the Offer or in a subsequent
offering period, if one is included.
Tenders of Shares made pursuant to the Offer are irrevocable except that
such Shares (except during any subsequent offering period) may be withdrawn
at any time prior to the Expiration Date and, unless theretofore accepted for
payment pursuant to the Offer, may also be withdrawn at any time after
December 27, 2000 or at such later time as may apply if the Offer is extended
except for an extension pursuant to Rule 14d-11 under the Exchange Act. For a
withdrawal to be effective, a written, telegraphic or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth in the Offer to Purchase. Any such notice of withdrawal
must specify the name of the person who tendered the Shares to be withdrawn,
the number of Shares to be withdrawn and the name of the registered holder of
such Shares, if different from that of the person who tendered such Shares.
If certificates evidencing such Shares to be withdrawn have been delivered or
otherwise identified to the Depositary, then, prior to the physical release
of such certificates, the serial numbers shown on such certificates must be
submitted to the Depositary and the signature(s) on the notice of withdrawal
must be guaranteed by an Eligible Institution (as defined in "The Tender
Offer - Acceptance for Payment and Payment for Shares" in the Offer to
Purchase), unless such Shares have been tendered for the account of an
Eligible Institution. If Shares have been tendered pursuant to the procedures
for book-entry transfer as set forth in the Offer to Purchase, any notice of
withdrawal must also specify the name and number of the account at DTC to be
credited with the withdrawn Shares and otherwise comply with DTC's
procedures. However, withdrawn Shares may be re-tendered again by following
one of the procedures described in the Offer to Purchase at any time prior to
the Expiration Date. All questions as to the form and validity (including
time of receipt) of any notice of withdrawal will be determined by the
Purchaser, in its sole discretion, whose determination will be final and
binding on all parties.
The receipt of cash in exchange for Shares pursuant to the Offer or in the
Merger will be a taxable transaction for U.S. federal income tax purposes and
may also be a taxable transaction under applicable state, local or foreign tax
laws. Generally, a stockholder who receives cash in exchange for Shares pursuant
to the Offer (or the Merger) will recognize gain or loss for U.S. federal income
tax purposes equal to the difference between the amount of cash received and
such stockholder's adjusted tax basis in the Shares exchanged therefor. Provided
that such Shares constitute capital assets in the hands of the stockholder, such
gain or loss should be capital gain or loss, and should be long-term capital
gain or loss if the holder has held the Shares for more than one year at the
time of sale. Gain or loss will be calculated separately for each block of
Shares tendered pursuant to the Offer or converted pursuant to the Merger. The
maximum U.S. federal income tax rate applicable to individual taxpayers on
long-term capital gain is 20%, and the deductibility of capital losses is
subject to certain limitations. All stockholders should consult with their tax
advisors as to the particular tax consequences of the Offer and the Merger to
them, including the applicability and effect of the alternative minimum tax and
any state, local or foreign income and other tax laws and of changes in such tax
laws. For a more complete description of certain U.S. federal income tax
consequences of the Offer and the Merger. See "The Tender Offer - Material
Federal Income Tax Consequences" in the Offer to Purchase.
The information required to be disclosed by Paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference.
Convergent has provided Purchaser with its stockholder list and security
position listings for the purpose of disseminating the Offer to holders of
Shares. The Offer to Purchase and the related Letter of Transmittal and, if
required, other relevant materials will be mailed to record holders of Shares
whose names appear on the stockholder list, and will be furnished to brokers,
dealers, commercial banks, trust companies and similar persons whose names,
<PAGE>
or the names of whose nominees, appear on the stockholder list or who are listed
as participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY IN THEIR ENTIRETY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
Questions and request for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
listed below. Additional copies of the Offer to Purchase, the Letter of
Transmittal, the Notice of Guaranteed Delivery and other tender offer materials
may be obtained at Purchaser's expense from the Information Agent. Neither
Parent nor Purchaser will pay any fees or commission to any broker, dealer or
(other person other than the Information Agent and Dealer Manager) for
soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, NY 10005
Bank and Brokers Call Collect (212) 425-1685
ALL OTHERS CALL TOLL-FREE (800) 714-3305
The Dealer Manager for the Offer is:
SALOMON SMITH BARNEY
388 Greenwich Street
New York, New York 10013
Call Toll-Free (877) 518-9871
October 27, 2000
