DEFA14A 1 ddefa14a.htm SOLICITING MATERIAL Soliciting Material

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

¨ Definitive Additional Materials

 

x Soliciting Material Pursuant Section 240.14a-12


Diamond Management & Technology Consultants, Inc.

(Name of Registrant as Specified in its Charter)


(Name of Person(s) Filing Proxy Statement; if other than Registrant)

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x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

          

 

  (2) Aggregate number of securities to which transaction applies:

          

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

          

 

  (4) Proposed maximum aggregate value of transaction:

          

 

  (5)   Total fee paid:

          

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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Filed by Diamond Management & Technology Consultants, Inc.
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Diamond Management & Technology Consultants, Inc.
Commission File No.: 000-22125

The following is a presentation made to employees of Diamond Management & Technology Consultants, Inc. (“Diamond”) in connection with the proposed acquisition of Diamond by PricewaterhouseCoopers LLP.

Diamond’s Announcement of Merger with PwC
August 24, 2010

| 1
How is this Good for Diamond Consultants?
•
We have always been about:
–
Doing the most interesting work for the best clients
–
Attracting smart, dedicated, innovative people
–
Having real impact at our clients and within our firm
–
Evolving our service offerings and vertical depth to better address client needs
–
Leveraging technology to improve the practice of management
–
Developing global reach
–
People first, leadership, collaboration and trust
•
We have been successful over the years maintaining those values and
operating principles. We have built a great firm.
•
We are in a position of strength despite the changing environment and
competitive intensity.
•
We believe that by joining PwC, we
–
more effectively achieve scale, stability, and increased career opportunities for our
people, while retaining Diamond’s core values and principles
–
can increase our access to clients and the depth of our investments
Diamond’s Perspective

| 2
Why Are We Merging, and Why Now?
•
As a public company, we have a fiduciary responsibility to our shareholders,
and we believe that this transaction offers our shareholders an attractive
valuation which is a 31% premium over our August 23, 2010, closing price.
•
Scale and growth potential
–
More established brand recognition across the globe
–
Extensive business development and marketing resources
–
Greater investment in research and IC development
–
Greater presence in our communities
–
Broader access to clients
–
Additional opportunity for our people
•
Ability to serve clients more holistically
•
Additional service lines that will benefit our clients
•
Growing market demand for our capabilities in aligning strategy with
execution
•
We have been growing profitably in the past two years in a soft
environment
–
making
Diamond
an
attractive
asset
Diamond’s Perspective

| 3
Advantages of combination with PricewaterhouseCoopers
•
PwC’s Advisory Practice, like Diamond, aspires to be the world’s best
professional services provider.
•
Diamond’s business model is consistent with their target model.
•
Sustains and enhances the type of work and career experience that drew
our staff to Diamond
•
Career opportunities and mentoring
•
Increased project variety
•
Access to international assignments
•
Complementary advisory
capabilities:
Diamond
has
significantly
more
focus
on ‘front end’
capabilities such as channel strategy, customer experience,
etc.; PwC Advisory expertise is largely in ‘back office”
management
processes
•
Broad annuity relationships across all of our verticals
•
A firm culture respected for its established flexible work programs,
diversity, and corporate citizenship efforts
Diamond’s Perspective

| 4
Pre-
Announcement
Post-
Announce to
Deal Close
Day 1
Post –
Close
Integration
Post-
Integration
Key Activities Throughout an Integration*
M&A Integration
Post-Announcement
•
Integration Team Definition
•
Synergy Business Case
•
Due Diligence Validation
•
Detailed Synergy Project
Implementation Planning
•
Organizational, IT &Ops Design
•
Day 1 Preparations
Program Management
•
Status Tracking
•
Risk & Issue Management
•
Savings Tracking
•
Communication
Execution Management
•
Resource & Org. Planning
•
Facilities & Operations
•
Strategic Sourcing
•
IT Integration
Post-Integration
•
Post-Launch
Operational
Improvements
•
Optimize Synergies
•
Growth Investments
* Note:  Diamond's Approach to M&A Integration

| 5
Diamond will be positioned as an integrated business unit of PwC
Advisory Leader
Industries (Sectors)
Financial
Services
Health
Industries
Products& Services
Industries
Public
Services
West
Banking& Capital Markets,
Insurance, Asset
Management
Pharmaceutical &
Life Sciences,
Payer, Provider
Automotive, EMC, Energy,
Industrial Products PE,
Retail and Consumer,
Technology, Utilities
Forensics
Consulting
Deals  
Business &
Technology
Consulting 
P/L responsibility
Solution 
development
& delivery,                  
x-Advisory
Connectivity
Denotes member of respective PwC US Advisory,  Vertical, or Regional management team.
CTO
Chief
Innovation
Officer
Strategy
Operations
Risk &
Quality
Finance
Human
Capital
Diversity
GDC/
Alliances
Other
Post-deal U.S. Advisory Organization
P/L responsibility
A PwC Company
FS
INS
ENT
PS
HC / PS
West
UK
&
India
Diamond Horizontal Lead

| 6
What Next?
SMALL-HANDS MEETINGS
WEDNESDAY, AUGUST 25
•
Dallas, 7
–
9:30
AM
CT,
Renaissance
Hotel
•
Washington,
DC,
5
–
7:30
PM
ET,
JW
Marriott
THURSDAY, AUGUST 26
•
Hartford, 7
–
9:30
AM
ET,
Marriott
Downtown
•
New York
City,
5
–
7
PM
ET,
in
NY
Office
FRIDAY, AUGUST 27
•
New York
City,
7
–
9:30
AM
ET,
in
NY
Office
•
WEBCAST WITH PwC LEADERSHIP
(Details
to
follow)
COMMUNICATIONS –
PEOPLE ADVISORY
The following partners and senior
directors will be part of a
communications advisory for our
staff. You should reach out to them
if you have questions about the
pending deal.
Rick Barto
Ed Brady
Tyson Cornell
Jonathan Kletzel
Scott Likens
Linda Najim
Stacy Sachen
Ann Settimi
https://one.diamondconsultants.com/D/TheInfield/
ONE Site for Communications Related to the Merger Agreement
The
Infield

| 7
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.