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Exhibit 99
NEWS RELEASE
FOR IMMEDIATE RELEASE
Investor Contact
Julia Wallace Potter
Office: 312-255-5055, Cell 312-961-5487
[email protected]
Media Contacts
(U.S.) David Moon
Office: 312-255-4560, Cell: 708-557-6917
[email protected]
or
(Europe) Kirsty Brown
Office: 44-20.7959.7700, Cell: 44-7967-176-567
[email protected]
Diamond Technology Partners to Combine with leading pan-European digital
strategy consulting firm Cluster Consulting
$930 Million Combination to Create the World's Premier Digital Strategy and
Solutions Delivery Firm
Company Will See Attractive Cash Flows, High Margins
CHICAGO, September 11, 2000--Diamond Technology Partners (Nasdaq: DTPI), a
leading e-business services firm, today announced that it has signed a
definitive agreement to combine with Cluster Consulting, a pan-European
management consulting firm specializing in wireless technology, Internet and
digital strategies. The combined company will be known as DiamondCluster
International, Inc. The unified firm builds on the strengths and market
leadership of each organization. DiamondCluster will leverage Diamond's
innovative work in creating and implementing digital strategies with Cluster's
leading-edge wireless industry and application expertise in Europe and South
America.
Diamond will pay $44 million in cash and an aggregate of 13.9 million shares and
options for shares of Diamond's Class B Common Stock. The total value of the
transaction based upon DTPI's closing stock price on Friday, September 8, 2000
is approximately $930 million. The majority of the options will vest over five
years. The combination represents a significant step in moving Diamond and
Cluster towards their common vision to create the world's premier digital
strategy and solutions delivery consulting firm.
The transaction is expected to be $0.02 accretive on a cash earnings per share
basis in the fourth quarter of fiscal year 2001 (ending March 31, 2001), and
$0.12 accretive to cash earnings in fiscal year 2002. Both companies have well
established and profitable
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businesses that should provide on a combined basis for attractive revenue
growth, cash flows and margins. The combined company currently has over 900
consultants, including over 100 partners worldwide. The transaction has been
approved by Diamond's board of directors and will require the approval of
Diamond's shareholders. The transaction will be accounted for under the purchase
method of accounting. Diamond expects to receive approval and close the
transaction during the calendar fourth quarter 2000.
"This move advances the company into the next generation of digital strategy and
accelerates growth into Europe by at least two years," said Mel Bergstein,
Diamond's chairman and CEO. "DiamondCluster is the first digital strategy and
solutions delivery firm with a strong global presence and world-class wireless
and mobility expertise. Third-generation wireless technology will revolutionize
how business is conducted and will be the prevailing technology for years to
come on a global basis. This shared commitment to intellectual capital is a key
scaling factor for our business."
Mel Bergstein, chairman and CEO of Diamond Technology Partners, will become
chairman and CEO of the new company. Javier Rubio, CEO of Cluster Consulting,
will become president-Europe and Latin America and a member of the board of
directors. Adam Gutstein, president of Diamond Technology Partners, will become
president of DiamondCluster. Gutstein will lead the integration of the two
companies, along with Ferran Soriano, vice president of corporate development
for Cluster Consulting. Mike Connolly, COO of Diamond, will become president-
North America. Gutstein, Rubio and Connolly will report to Bergstein. Karl Bupp,
CFO of Diamond, will become CFO of the combined company. Mike Mikolajczyk and
John Sviokla will continue their current roles as vice chairmen with the new
company. Sviokla, along with Carme Miro, vice president of marketing of Cluster,
together will be responsible for corporate strategy. DiamondCluster's corporate
headquarters will remain in Chicago and the company will have offices in New
York, Boston, San Francisco, London, Munich, Dusseldorf, Paris, Madrid,
Barcelona, Lisbon and Sao Paulo.
Javier Rubio, commenting on the strategic fit between the firms, said, "Cluster
has a proven track record working with CEOs in Europe and Latin America to build
their wireless businesses, and as a result has been extremely profitable since
its founding in 1993. We are working with clients such as Ericsson, Alta Vista,
Orange, Sprint PCS, Telecom Italia Mobile, VodafoneAirtouch and Deutsche
Telekom. Both companies' operating models, geography, skill sets, vertical
industries, and cultures are extremely complementary. There is virtually no
overlap in terms of markets and clients. Both companies have campus-based
recruiting models that have proven highly successful in hiring, nurturing and
retaining the industry's leading consultants; this is very important in the
combination of consulting firms."
Adam Gutstein, president of Diamond, explained that the combination of the two
firms represents an opportunity to accelerate growth and extend market
leadership, "This is a continuation of our firm's vision to be the world's
leading digital strategy firm. There is strategic and economic benefit for the
company immediately, as well as an enormous growth opportunity. And, with
longstanding experience in establishing and growing offices in a wide range of
international locations, Cluster also represents our springboard for future
global expansion."
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The transaction will require shareholder approval. Therefore, Diamond is
postponing its annual meeting of shareholders previously scheduled for September
26, 2000 and will combine its regular annual meeting with a special meeting to
be held during the calendar fourth quarter of 2000.
Morgan Stanley Dean Witter & Co. is serving as financial advisor to Diamond
Technology Partners. Goldman, Sachs & Co. is serving as financial advisor to
Cluster Consulting.
Conference Call
Management from Diamond Technology Partners and Cluster Consulting will host a
conference call on Monday, September 11, 2000 at 8:30am ET to discuss this
transaction. To participate in the call, call 888-890-6816 for domestic callers
and +1-847-619-6449 for international callers. The call will also be broadcast
live via Diamond's web site at www.diamtech.com. If you are unable to
participate in the call, you may listen to a replay of the discussion online or
beginning 1 hour after the completion of the call through the end of the day on
September 18, 2000 by calling 888-843-8996 (domestic) or 630-652-3044
(international) and entering the passcode 2820235.
About Diamond
Diamond Technology Partners Incorporated is an e-business services firm that
helps clients develop and implement Digital Strategy /SM/ - business strategies
for the digital age. These digital strategies typically transform client
business models and create dramatically different e-businesses that deliver
sustained market leadership. Headquartered in Chicago, the company serves
clients worldwide across a range of industries including financial services,
consumer and industrial products and services, telecommunications and energy,
healthcare and insurance. Diamond's Web site can be found at www.diamtech.com.
About Cluster Consulting
Cluster Consulting is a leading professional services firm specializing in
strategy and solutions for the digital economy. Cluster offers professional
services in four key areas: digital strategy, digital solutions,
wireless/telecoms and the Internet. Cluster's experience covers a variety of
industry sectors including telecommunications, financial services, media
entertainment, fast-moving consumer goods (FMCG) retailing, tourism and travel.
Some of their clients include Airtel, Alta Vista, American Express, Bell Canada,
Bradesco, British Telecommunications, Deutsche Telekom, Ericsson, Norwich Union,
Orange, Scandinavia On Line, Sprint PCS, Telecom Italia Mobile, Telefonica,
Telesp Celular and VodafoneAirtouch. Cluster Consulting was founded in 1993 and
has offices in Barcelona, Boston, Dusseldorf, Lisbon, London, Madrid, Munich,
Paris and Sao Paulo. Cluster's Web site can be found at
www.clusterconsulting.com.
Where You Can Find Additional Information
Diamond plans to file with the Securities and Exchange Commission a Registration
Statement on Form S-4 relating to the Cluster transaction. The registration
statement will include a proxy statement of Diamond for a meeting of its
shareholders to consider and vote
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upon the issuance of Diamond shares in the transaction and various related
matters. The registration statement will also serve as a prospectus of Diamond
with respect to the shares of Diamond to be distributed to shareholders of
Cluster in the proposed transaction. Diamond expects to mail the proxy
statement/prospectus for the transaction to the shareholders of both companies.
Investors and security holders are advised to carefully read the proxy
statement/prospectus, when it becomes available, because it will contain
important information about Diamond, Cluster, the transaction and related
matters. Investors and security holders may obtain a free copy of the proxy
statement/prospectus and other documents filed by the companies at the SEC's web
site at http://www.sec.gov. The proxy statement/prospectus and such other
documents may also be obtained from Diamond by directing such requests to
Diamond.
In addition to the registration statement and the proxy statement/prospectus,
Diamond files annual, quarterly and special reports, proxy statements,
registration statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other information
filed by Diamond at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the SEC's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Diamond's filings with
the SEC are also available to the public from commercial document-retrieval
services and at the web site maintained by the SEC at http://www.sec.gov.
Solicitation of Proxies; Interests of Certain Persons in the Transaction
Diamond, Cluster, their respective officers and directors and certain other
members of management or employees may be deemed to be participants in the
solicitation of proxies from shareholders of Diamond with respect to the
transactions contemplated by the purchase agreement. A description of any
interests that Diamond's directors and executive officers have in proposed
transaction will be available in the proxy statement/prospectus.
Forward Looking Statements
Statements in this press 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 risks and uncertainties and speak only as of the date of this release.
Actual results may differ materially due to such factors as the ability of the
Company to successfully integrate acquisitions, possible termination of projects
by major clients, variations in the timing, initiation or completion of client
assignments, recruitment and retention of personnel, absence of long-term
contracts with clients, growth management, project risks, and technological
advances. Material risks and uncertainties are highlighted in our filings with
the SEC including the Form 10-Q for the quarter ended June 30, 2000.
