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Diligent set to delist from NZX

NZ NewswireNZ Newswire 13/04/2016 Fiona Rotherham

Shareholders of New York-based Diligent Corp have voted in favour of a takeover by venture capital firm Insight Venture Partners at a special shareholders' meeting in Auckland on Wednesday, despite fiery opposition by New Zealand retail shareholders.

It means the company will delist from the NZX on Thursday after a decade and the deal will then close on Friday.

The outcome of Wednesday's vote was a foregone conclusion given the majority required - over 50 per cent - had already voted in favour by proxy vote.

New Zealand Shareholders' Association chairman John Hawkins said his organisation, which held proxies on behalf of shareholders, voted against the deal because the "current offer is low compared to where the company's prospects have been in the past".

"It has been said that no better offer has been received. That is true, but that doesn't make a low offer acceptable," he said.

"What has happened to boards acting in the best interests of the company and by extension the shareholders? Or is the American way to say 'to hell with small shareholders, let's get rich ourselves' - something I would call the Donald Trump approach."

Chairman David Liptak, whose company Spring Street is the largest shareholder with a 22 per cent stake, said the board had done an exhaustive five-month sales process involving 28 companies doing due diligence, and the Insight Ventures offer was the best it received.

Under the terms of the deal, Diligent shareholders will receive $7.39 (US$4.90) in cash per share, valuing the company at $941 million and at a 31 per cent premium to the pre-announcement share price.

Diligent shares have risen to $7 from $1 when listed under its then name of Diligent Board Member Services in 2007, raising $24 million in an initial public offering of 23 per cent of its shares.

The software-as-a-service (SaaS) company has had something of a rollercoaster ride since being founded by Kiwi Brian Henry who was later forced to resign.

Diligent's delisting allows natural health products company Comvita to take its place and enter the S&P/NZX 50 Index.

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