Ann: MERGER: DIL: Diligent provides update on conditions to the Merger

• Release Date: 08/04/16 17:10
• Summary: MERGER: DIL: Diligent provides update on conditions to the Merger
• Price Sensitive: No
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					DIL                                                                           
08/04/2016 17:10                                                              
MERGER                                                                        
PRICE SENSITIVE                                                               
REL: 1710 HRS Diligent Corporation (NS)                                       
                                                                              
MERGER: DIL: Diligent provides update on conditions to the Merger             
                                                                              
Wellington, New Zealand - April 8, 2016 - Further to the announcement of      
Diligent Corporation (NZX: DIL) of 1 April 2016, Diligent provides the below  
update on the conditions to the proposed merger between itself and entities   
affiliated with funds managed by Insight Venture Partners, LLC (Merger),      
pursuant to that certain Agreement and Plan of Merger among Diamond Parent    
Holdings, Corp. (Parent), Diamond Merger Sub I, Corp. (Merger Sub I), Diamond 
Merger Sub II, Corp. (Merger Sub II) and Diligent, dated as of 12 February    
2016 (Merger Agreement).                                                      
                                                                              
Conditions of Delisting: The delisting of Diligent will not occur until all   
of the conditions for closing of the Merger have been satisfied (other than   
the delisting itself). These conditions are set out in Sections 7.1, 7.2 and  
7.3 of the Merger Agreement, which is attached as Annex A to the Proxy        
Statement containing the Notice of Special Meeting of Stockholders, a copy of 
which has been forwarded to stockholders. In summary these conditions are:    
                                                                              
1. the stockholders have approved the Merger by the required voting           
majorities;                                                                   
                                                                              
2. the absence of any order or law of any governmental entity that prohibits, 
restrains or enjoins the consummation of the Merger;                          
                                                                              
3. the expiration or termination of the applicable waiting period to the      
Merger under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976;   
                                                                              
4. the Treasurer of the Commonwealth of Australia having either (A) notified  
Parent and Merger Sub II in writing that the Commonwealth Government has no   
objection to the Merger, or (B) ceased to be empowered to make an order or    
decision under Division 2 of Part 3 of the Australian Foreign Acquisitions    
and Takeovers Act 1975 (Cth) in respect of the Merger;                        
                                                                              
5. as set out in section 7.2 of the Merger Agreement, various representations 
and warranties of Diligent that were true and correct as of the date of the   
Merger Agreement remain true and correct (except that those representations   
and warranties which address matters only as of a particular date will be     
true and correct as of such particular date), Diligent shall have performed   
in all material respects its obligations under the Merger Agreement, there    
shall not have been a Material Adverse Effect (as defined in the Merger       
Agreement) since the date of the Merger Agreement, and various certificates,  
resolutions and director resignations have been provided by Diligent to       
Parent; and                                                                   
                                                                              
6. as set out in section 7.3 of the Merger Agreement, various representations 
and warranties of Parent, Merger Sub I and Merger Sub II that were true and   
correct as of the date of the Merger Agreement remain true and correct        
(except that those representations and warranties which address matters only  
as of a particular date will be true and correct as of such particular date), 
Parent, Merger Sub I and Merger Sub II shall have each performed in all       
material respects its obligations under the Merger Agreement, and the receipt 
by Diligent of a certificate from the Chief Executive Officer or other senior 
executive officer of Parent.                                                  
                                                                              
Satisfaction of Condition Condition Number 3 above was satisfied on 23      
March 2016 (New Zealand time) and condition 4 was satisfied on 7 April 2016   
(New Zealand time).   It is expected that if the Merger is approved by the    
stockholders of Diligent at the Special Meeting, all of the other conditions  
to closing (other than the delisting itself) will be satisfied by the time    
Diligent is delisted from the NZX Main Board.  Pursuant to the terms of the   
Merger Agreement, prior to the delisting, Parent will provide to the Company, 
for the purpose of giving the same to the NZX, a certificate stating that     
Parent considers each of Conditions Number 1 through 5 to be satisfied and    
will irrevocably be deemed to continue to be satisfied pending Closing;       
provided, if the Company is not delisted from the NZX Main Board on such date 
or if the Closing does not occur on the Business Day (New Zealand time)       
immediately following the date of delisting, in each such case such           
certificate shall automatically be deemed revoked and of no further force or  
effect.                                                                       
                                                                              
Closing Date: Once the conditions to closing described above are satisfied    
and the Company is delisted from the NZX Main Board, it is anticipated that   
the closing of the Merger will occur on the day immediately following the     
delisting.                                                                    
                                                                              
Safe Harbor Statement                                                         
                                                                              
This announcement may contain forward-looking statements within the meaning   
of the U.S. 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 31         
December 2015, filed with the U.S. Securities and Exchange Commission (SEC)   
on 14 March 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 15 March     
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  
19 March 2015 (New York time) and supplemented on 10 April 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 inquirie Media inquiries                                           
Sonya Fynmore                                                                 
NZ toll free: 0800 995 082                                                    
International: +64 4 894 6912                                                 
[email protected] Geoff Senescall                                         
Ph: + 64 21 481 234                                                           
End CA:00280584 For:DIL    Type:MERGER     Time:2016-04-08 17:10:35