NEW YORK AND CHICAGO, Aug. 24
/PRNewswire/ -- PricewaterhouseCoopers LLP and Diamond Management
& Technology Consultants, Inc. (Nasdaq: DTPI), a strategic
management consulting firm, today announced that they have entered
into a definitive merger agreement whereby PricewaterhouseCoopers
LLP will acquire all of the outstanding common shares of Diamond
for $12.50 per share in cash. The
transaction represents a premium of 31% to Diamond's closing stock
price of $9.54 on August 23, 2010, and values Diamond at
$378 million. Diamond will join the
PwC Advisory practice, which ranks among the largest providers of
consulting services globally.
Robert Moritz, US Chairman and
Senior Partner of PricewaterhouseCoopers LLP, said, "We are pleased
to bring to PwC a group of highly talented professionals with a
proven track record of consistently delivering world class service.
The acquisition reflects our long-standing commitment to
provide the expertise and experience necessary to assist our
clients in addressing their highest priority issues."
Adam Gutstein, President and CEO
of Diamond, said, "This is an attractive all cash opportunity for
our stockholders, creates exciting prospects for our people, and
will provide us new and enhanced capabilities to bring to our
clients as we help to address their most critical challenges and
important opportunities. There's a clear strategic fit between
PwC's assets and aspirations and Diamond's positioning. We have
complementary cultures and very similar values, driven by a shared
commitment to the highest levels of client service, objectivity,
innovation, and impact."
Diamond Management & Technology Consultants, Inc. provides
strategic management consulting services to help companies grow,
improve margins, and increase the productivity of their
investments. Diamond's consultants are experienced in helping
clients attract and retain customers, increase the value of their
information, and plan and execute projects that turn strategy into
measurable results. Diamond employs more than 500 consultants
worldwide and has offices in Chicago, Hartford,
New York, Washington D.C.,
London, and Mumbai.
The transaction, which has been unanimously approved by both
companies' boards, is expected to close in the fourth quarter of
calendar year 2010, subject to customary closing conditions,
including the approval of Diamond's stockholders and antitrust
clearance.
Advisors
PricewaterhouseCoopers LLP was advised by Perella Weinberg
Partners LP and Davis Polk &
Wardwell LLP. Diamond was advised by Morgan Stanley & Co.
Incorporated and Winston & Strawn LLP.
Conference Call
Diamond will host a conference call today at 8:00am CT to discuss the transaction.
Investors may listen to the conference call live over the Internet
by going to the investor relations section of Diamond's Web site
at www.diamondconsultants.com. The dial-in number is
800-757-8473 for North American callers and 212-231-2905 for
international callers.
About PricewaterhouseCoopers
PricewaterhouseCoopers (www.pwc.com) provides industry-focused
assurance, tax, and advisory services to build public trust and
enhance value for its clients and their stakeholders. More
than 163,000 people in 151 countries across its network share their
thinking, experience, and solutions to develop fresh perspectives
and practical advice.
"PricewaterhouseCoopers" or "PwC" refers to
PricewaterhouseCoopers LLP (a Delaware limited liability partnership) or, as
the context requires, the network of member firms of
PricewaterhouseCoopers International Limited, each of which is a
separate and independent legal entity.
© 2010 PricewaterhouseCoopers LLP. All rights reserved.
About Diamond Management & Technology Consultants,
Inc.
Clients trust Diamond Management & Technology Consultants,
Inc. (Nasdaq: DTPI) to help their companies grow, improve margins,
and increase the productivity of their investments. Working
together to design and execute business strategies that capitalize
on changing market forces and technology, Diamond's consultants are
experts in helping clients attract and retain customers, increase
the value of their information, and plan and execute projects that
turn strategy into measurable results.
Diamond's capabilities are rooted in deep strategy, technology,
operations, and industry experience. The firm's approach to client
service is based on objectivity, collaboration, and an unwavering
commitment to its clients' best interests. Headquartered in
Chicago, Diamond has offices in
New York, Washington, D.C., Hartford, London, and Mumbai. To learn more, visit
www.diamondconsultants.com.
Forward-Looking Statements
Statements in this Release that do not involve strictly
historical or factual matters are forward-looking statements within
the meaning of the "safe harbor" provisions of the federal
securities laws. Forward-looking statements involve
estimates, projections, assumptions, risks, and uncertainties and
speak only as of the date of this Release based on information
available to Diamond as of the date of this Release, and Diamond
assumes no obligation to update any forward-looking statements.
Actual results may differ materially from the results
projected in any forward-looking statement depending on a variety
of factors. Such factors include, without limitation: (i) the
ability to gain regulatory approvals of the Merger on the proposed
terms and schedule, (ii) the failure of Diamond stockholders to
approve the Merger, (iii) the risk that the Merger may not be
completed within the expected timeframe or at all, (iv) disruptions
from the Merger making it more difficult to maintain relationships
with customers, employees, partners or suppliers and (v) the
additional risks and uncertainties identified in our other filings
with the Securities and Exchange Commission (the "SEC").
Additional Information
In connection with the proposed Merger and the required
stockholder approval, Diamond intends to file with the SEC a
preliminary proxy statement and a definitive proxy statement.
The definitive proxy statement will be mailed to the
stockholders of Diamond. DIAMOND'S STOCKHOLDERS ARE URGED TO
READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER AND DIAMOND. Investors and stockholders may
obtain copies of these documents (when they are available) and
other documents filed with the SEC at the SEC's Web site at
www.sec.gov. In addition, investors and stockholders may also
obtain, free of charge, copies of these documents filed with the
SEC through the investor relations page on Diamond's corporate Web
site at www.diamondconsultants.com or by contacting Diamond
Management & Technology Consultants, Inc. at John Hancock
Center, 875 N. Michigan Ave. Suite 3000, Chicago, Illinois, 60611, Attention: Investor
Relations.
Participants in Solicitation
Diamond and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from Diamond
stockholders with respect to the proposed Merger. Information
about Diamond's executive officers and directors and their
ownership of Diamond Common Stock is
set forth in Diamond's Annual Report on Form 10-K/A filed with the
SEC on July 29, 2010. Investors
and stockholders may obtain more detailed information regarding the
direct and indirect interests of Diamond and its executive officers
and directors in the proposed Merger by reading the preliminary and
definitive proxy statements regarding the proposed Merger, which
will be filed by Diamond with the SEC. Copies of these
documents may be obtained, free of charge, as described above.
SOURCE PricewaterhouseCoopers LLP
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