Ann: REMOVE: DIL: Diligent Announces Timing of Trading Halt and...

• Release Date: 01/04/16 10:18
• Summary: REMOVE: DIL: Diligent Announces Timing of Trading Halt and Delisting
• Price Sensitive: No
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					DIL
01/04/2016 10:18
REMOVE
NOT PRICE SENSITIVE
REL: 1018 HRS Diligent Corporation (NS)

REMOVE: DIL: Diligent Announces Timing of Trading Halt and Delisting

Diligent Corporation Announces Timing of Trading Halt and Delisting

Diligent Corporation (NZX:DIL) (www.diligent.com) (Diligent), in connection
with the previously announced merger (the Merger) between Diligent and
entities affiliated with funds managed by Insight Venture Partners, LLC,
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), announced on 1 April 2016 (New Zealand time) the
following details in regard to the proposed trading halt on the NZX Main
Board in respect of Diligent's common stock and the proposed delisting of
Diligent from the NZX Main Board as contemplated by Section 7.1(d) of the
Merger Agreement:

Trading Halt: It is proposed that the trading halt will commence from close
of business of the NZX Main Board on Monday 11 April 2016 (New Zealand time),
being 2 days before the date of the special meeting of stockholders to be
held at 10am on 13 April 2016 (New Zealand time) to approve the Merger
(Special Meeting) and will continue until:

o an announcement by Diligent that the Merger has not been approved at the
Special Meeting by the stockholders of Diligent (at which time trading in
Diligent's ordinary shares will resume);

o the delisting of Diligent; or

o NZX, in its discretion, removes the trading halt following the Special
Meeting.

Delisting: It is proposed that if the Merger is approved by Diligent's
stockholders at the Special Meeting and the other conditions described below
have been satisfied, Diligent will be delisted at the close of business of
the NZX Main Board on Wednesday 13 April 2016 (New Zealand time).

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.

Date of satisfaction of conditions:  Condition Number 3 above was satisfied
on 23 March 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 inquiries: 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:00280190 For:DIL    Type:REMOVE     Time:2016-04-01 10:18:21