Diligent Deal

18 February 2016

What’s new – Takeover Time

This week it was announced that US based Insight Venture Partners has launched a takeover bid for Diligent Corporation (DIL). If approved, Diligent shareholders will receive NZ$7.39 (US$4.90) in cash for each share – a 31% premium over Diligent's closing share price on Friday (12 February 2016).

Given the takeover offer, it values Diligent at approximately $NZ 941Million ($US 624 Million). The Diligent Board of Directors has unanimously approved the transaction and resolved to recommend that stockholders vote in favour of the
agreement.

"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.

Insight Venture Partners, is a leading global venture capital and private equity firm investing in high-growth software, internet and data services companies. Insight Ventures is best known for making investments in startups and growth-stage companies, but has also participated in buyouts before. It was part of the private equity consortium that took BMC Software private in 2013 for $6.9 billion, alongside Bain Capital and Golden Gate Capital.

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.

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. Diligent is demonstrating strong momentum and has been a strong performer in the portfolio.

This week it was announced that US based Insight Venture Partners has launched a takeover bid for Diligent Corporation (DIL). If approved, Diligent shareholders will receive NZ$7.39 (US$4.90) in cash for each share – a 31% premium over Diligent's closing

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