Ann: TAKEOVER: DIL: Diligent to be Acquired by Insight Venture Partners

• Release Date: 15/02/16 09:10
• Summary: TAKEOVER: DIL: Diligent to be Acquired by Insight Venture Partners
• Price Sensitive: No
• Download Document  10.87KB

					DIL
15/02/2016 09:10
TAKEOVER
PRICE SENSITIVE
REL: 0910 HRS Diligent Corporation (NS)

TAKEOVER: DIL: Diligent to be Acquired by Insight Venture Partners

DILIGENT TO BE ACQUIRED BY INSIGHT VENTURE PARTNERS FOR $US 4.90 PER SHARE IN
CASH

Transaction Values Diligent at $US 624 Million

Purchase Price Represents 31% Premium to Company's Pre-Announcement Stock
Price

Wellington, New Zealand and New York, NY - February 15, 2016 - Diligent
Corporation (NZX: DIL) ("Diligent" or the "Company"), the leading provider of
secure online collaboration and document sharing solutions for boards,
committees and leadership teams, today announced it has entered into a
definitive agreement to be acquired by Insight Venture Partners ("Insight"),
a leading global venture capital and private equity firm investing in
high-growth software, internet and data services companies.  Under the terms
of the agreement, Diligent stockholders will receive $US 4.90 ($NZ 7.39 ) in
cash for each share of Diligent stock, a consideration which values Diligent
at approximately $US 624 Million (approximately $NZ 941 Million1), including
cash.  The Diligent Board of Directors has unanimously approved the
transaction and resolved to recommend that stockholders vote in favor of the
agreement.  The transaction represents a 31% premium over the closing share
price of $NZ 5.64 ($US 3.741) on February 12, 2016.

"After a careful review of strategic alternatives, the Diligent Board of
Directors determined that the terms offered by Insight represent a
transaction that is in the best interest of stockholders," said David Liptak,
Chairman of Diligent.  "Diligent went public on the New Zealand Stock
Exchange in December 2007 at $NZ 1.00 ($US 0.66).  The $US 4.90 per share
transaction we are proposing to shareholders represents the culmination of
nine years of unrelenting effort by the Diligent team to build a world-class
company that is the leader in its space.  In addition to being a terrific
result for all of our stockholders, we believe this transaction will provide
Diligent with the financial flexibility to continue executing on its
long-term vision, which we believe will benefit both clients and employees."

Brian Stafford, Chief Executive Officer and President of Diligent, stated,
"This is an exciting day for Diligent. I'm thrilled to partner with Insight,
which brings substantial experience supporting the growth of software
companies around the world.  Our game plan will not change as a private
company - to be the leading provider of collaboration software for boards,
committees, and leadership teams.  Insight will be a great partner to the
Diligent team as we continue to help leading organizations around the world
collaborate securely."

Stafford and the current senior management team will continue to lead the
business after the transaction closes.

"We look forward to working with Brian and the rest of the talented team at
Diligent to accelerate the Company's progress in the large and growing
communications and collaboration market" said Deven Parekh, Managing Director
at Insight Venture Partners.  "Diligent leads the way in collaboration
between boards and senior executives with more than 3,500 clients, tremendous
innovation and unparalleled service.  In addition, the Company's recent
performance in accelerated quarterly bookings, new product launches and its
recent acquisition of Thomson Reuters' BoardLink business demonstrate strong
momentum.  We intend to support the team as they build on their outstanding
record and continue to grow their product offerings and client base around
the world."

The transaction is subject to the approval of a majority of the outstanding
shares of Diligent common stock and preference shares, voting as one class;
the approval of at least 60% of the outstanding Diligent preference shares,
voting separately; regulatory approvals and other customary closing
conditions, including that the existing directors will resign on closing.
The holders of Diligent's preference shares, including Spring Street
Partners, L.P., Diligent's largest shareholder, have entered into voting
agreements in support of the transaction.  A special meeting of Diligent's
stockholders will be scheduled as soon as practicable following the
preparation and filing of definitive proxy materials with the U.S. Securities
and Exchange Commission (the "SEC") and the New Zealand Stock Exchange.
Insight has received fully committed debt financing in connection with the
transaction.  The transaction is expected to close in the second quarter of
2016.  Diligent will be a privately-held company upon closing.

As previously announced, Diligent will release its financial results for the
Fiscal Year ended December 31, 2015, on Monday, February 29, 2016 NZDT
(Sunday, February 28, 2016 US ET).  The scheduled analyst conference call
will not take place due to the definitive agreement in place between Diligent
and Insight.  Diligent will continue to make the required filings to the New
Zealand Stock Exchange and the SEC until the close of the transaction.

Jefferies LLC is serving as financial advisor and Lowenstein Sandler LLP is
serving as legal advisor to Diligent.  Minter Ellison Rudd Watts is serving
as New Zealand counsel to Diligent.  Willkie Farr & Gallagher LLP is serving
as legal advisor to Insight.

Additional details about the merger agreement will be contained in a Current
Report on Form 8-K to be filed by Diligent with the SEC and the New Zealand
Stock Exchange.

ABOUT DILIGENT (NZX: DIL)
Diligent is the leading provider of secure corporate governance and
collaboration solutions for boards and senior executives. Over 3,500 clients
in more than 60 countries and on all seven continents rely on Diligent to
provide secure, intuitive access to their most time-sensitive and
confidential information, ultimately helping them make better decisions. The
Diligent Boards (formerly Diligent Boardbooks) solution speeds and simplifies
how board materials are produced, delivered and collaborated on via any
device, removing the security concerns of doing this by courier, email and
file sharing. Diligent is a publicly listed company (NZX: DIL) with nearly
$US 100 million in annual recurring revenue, based on previously reported
revenue retention rates. Visit www.diligent.com to learn more.

ABOUT INSIGHT VENTURE PARTNERS
Insight Venture Partners is a leading global venture capital and private
equity firm investing in high-growth technology and software companies that
are driving transformative change in their industries. Founded in 1995,
Insight has raised more than $13 billion and invested in more than 250
companies worldwide. Our mission is to find, fund and work successfully with
visionary executives providing them with practical, hands-on growth expertise
to foster long-term success. For more information on Insight and all of its
investments, visit http://www.insightpartners.com or follow us on Twitter:
@insightpartners.

FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, which are based on
management's current expectations, the accuracy of which is necessarily
subject to risks and uncertainties. These statements use words such as
"expect," "anticipate," "intend," "plan," "believe" and other words of
similar meaning. All forward looking statements are subject to risks and
uncertainties including, without limitation, that the merger may not be
consummated within the expected time period or at all because of a number of
factors,  including the failure to obtain stockholder approval; the
occurrence of any event, change or other circumstance that could give rise to
the termination of the merger agreement; or the failure to satisfy closing
conditions to the merger, including clearance under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and other customary closing conditions.
Factors that may affect the business or financial results of Diligent are
described in the risk factors and other disclosures in Diligent's Annual
Report on Form 10-K for the fiscal year ended December 31, 2014, filed with
the SEC on March 16, 2015, its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2015, filed with the SEC on November 9,
2015, and other filings with the SEC which are available at www.sec.gov.
Diligent specifically disclaims any obligation to update its forward-looking
statements, whether as a result of new information, future events or
otherwise.

ADDITIONAL INFORMATION AND WHERE TO FIND IT
This press release does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of
any vote or approval. This communications relates to the proposed acquisition
of Diligent by Insight.

In connection with the merger, Diligent intends to file relevant materials
with the SEC, including a preliminary proxy statement on Schedule 14A.
Following the filing of a definitive proxy statement with the SEC, Diligent
will mail the definitive proxy statement and a proxy card to each stockholder
entitled to vote at the special meeting of stockholders relating to the
merger. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS IN THEIR
ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT DILIGENT WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.
The proxy statement and other relevant materials (when available), and any
and all documents filed by Diligent with the SEC, may also be obtained for
free at the SEC's website at www.sec.gov. In addition, stockholders may
obtain free copies of the documents filed with the SEC by Diligent at the
Investor Relations section of Diligent's website at www.diligent.com or by
contacting Diligent's Investor Relations Department at 0800 995 082 (NZ toll
free) or +64 4 894 6912 (International).

Diligent and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the transactions
contemplated by the merger agreement. Information regarding Diligent's
directors and executive officers is contained in Diligent's proxy statement
for its 2015 Annual Meeting of Stockholders, which was filed with the SEC on
March 19, 2015, and supplemented on April 10, 2015. Stockholders may obtain
more detailed information regarding the direct and indirect interests of
Diligent and its executive officers and directors in the merger by reading
the preliminary and definitive proxy statements regarding the merger, which
will be filed with the SEC.

Investor Contact:
Sonya Fynmore
0800 995 082 (NZ)
+64 4 894 6912 (International)
[email protected]

Media Contacts:
For Diligent
New Zealand
Geoff Senescall
+64 21 481 234

United States
Matt Reid
Sard Verbinnen & Co.
310-201-2047
[email protected]

For Insight Venture Partners
Claire Ruffini
MWW
212-704-9727
[email protected]
End CA:00277631 For:DIL    Type:TAKEOVER   Time:2016-02-15 09:10:40