Ann: MERGER: DIL: Diligent Announces Early Termination of HSR...

• Release Date: 23/03/16 10:35
• Summary: MERGER: DIL: Diligent Announces Early Termination of HSR Waiting Period
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					DIL
23/03/2016 10:35
MERGER
PRICE SENSITIVE
REL: 1035 HRS Diligent Corporation (NS)

MERGER: DIL: Diligent Announces Early Termination of HSR Waiting Period

Diligent Corporation Announces Early Termination of Hart-Scott-Rodino Waiting
Period

March 23, 2016 (New Zealand time)--Diligent Corporation (NZX: DIL)
(www.diligent.com)("Diligent"), the leading provider of secure online
collaboration and document sharing solutions for boards, committees and
leadership teams, today announced that the U.S. Federal Trade Commission has
granted early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), effective
March 22, 2016 (New York time), with respect to the previously announced
merger (the "Merger") between Diligent and entities affiliated with funds
managed by Insight Venture Partners, LLC. The early termination of the
waiting period under the HSR Act satisfies one of the closing conditions of
the pending Merger, which remains subject to other customary closing
conditions, including the approval of Diligent's shareholders.

Safe Harbor Statement

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.  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, 2015, filed with the SEC on March 14, 2016 (New York time), 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 communication may be deemed to be solicitation material in respect of
the proposed acquisition of Diligent by affiliates of funds managed by
Insight Venture Partners, LLC. The Merger will be submitted to shareholders
of Diligent for their consideration.  In connection therewith, Diligent filed
a definitive proxy statement and other documents with the SEC on March 15,
2016 (New York time) (the "Proxy Statement"), and intends to file further
relevant materials with the SEC as necessary. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISIONS, SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY
STATEMENT REGARDING THE MERGER IN ITS ENTIRETY (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT DILIGENT MAY FILE
WITH THE SEC AND NZX CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.
The Proxy Statement, 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 and
documents filed with NZX, may also be obtained for free at the NZX's website
www.nzx.com/markets/NZSX/securities/DIL. In addition, shareholders may obtain
free copies of the Proxy Statement and other 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 Shareholders, which was filed with the SEC on
March 19, 2015 (New York time), and supplemented on April 10, 2015 (New York
time). Shareholders may obtain more detailed information regarding the direct
and indirect interests of Diligent and its executive officers and directors,
by securities holdings or otherwise, in the Merger by reading the Proxy
Statement.

About Diligent (NZX: DIL)

Diligent is the leading provider of secure corporate governance and
collaboration solutions for boards and senior executives. Over 3,900 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). Visit
www.diligent.com to learn more.

Investor inquiries:
Sonya Fynmore
NZ toll free: 0800 995 082
International: +64 4 894 6912
[email protected]

Media inquiries
Geoff Senescall
Ph: + 64 21 481 234
End CA:00279763 For:DIL    Type:MERGER     Time:2016-03-23 10:35:46