<PAGE>
Filed by Diamond Technology Partners Incorporated
Pursuant to Rule 425 under the Securities Act
of 1933 and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934 in respect of
Diamond Technology Partners Incorporated
Commission File No. 000-22125
In connection with the proposed transaction, Diamond will file with the
Securities and Exchange Commission a Registration Statement on Form S-4. The
registration statement will include a proxy statement of Diamond for a meeting
of its shareholders to consider and vote 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 Telecom B.V. 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 Technology Partners Incorporated, John
Hancock Center 875 North Michigan Avenue, Suite 3000, Chicago, Illinois 60611,
attention: General Counsel (312-255-5000).
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.
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.
<PAGE>
Diamond and Cluster Merger Creates International
Network on Three Continents
[MAP showing locations of combined companies: SAN FRANCISCO, CHICAGO, NEW YORK,
BOSTON, LONDON, DUSSELDORF, MUNICH, PARIS, BARCELONA, MADRID, LISBON, and SAO
PAULO]
CHICAGO, Sept. 11, 2000 -- The merger of Diamond and Cluster brings together
firms with complementary geographic coverage. The combined company will result
in integrated international operations in 12 offices across the U.S., Europe,
and South America.
Source: Diamond Technology Partners
<PAGE>
Merger Expands Breadth and Depth of
Diamond's and Cluster's Industry Coverage
[chart]
Mobility
CHICAGO, Sept. 11, 2000 -- Wireless technology is revolutionizing how business
is being conducted today and will prevail worldwide across industries in the
future. The merger of Diamond and Cluster creates a firm positioned on a global
basis to be a leader in the world of the new "killer app" platform: wireless
technology and mobile commerce.
Source: Diamond Technology Partners
<PAGE>
DIAMOND TECHNOLOGY PARTNERS
Timeline Highlights
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
Investor Contact:
(U.S.) Julia Wallace Potter
Office: 312.255.5055, Cell: 312.961.5487
[email protected]
1994 Diamond founded. 9 clients, 29 employees
1995 $12.8 million revenues. 16 clients, 85 employees
1996 $26.3 million revenues. 29 clients, 145 employees
1997 $37.6 million revenues. 45 clients, 180 employees
Successful IPO completed. Nasdaq symbol: DTPI
Diamond Network formed
Diamond Exchange launched
Context magazine premier issue published
1998 $58.4 million revenues. 65 clients, 223 employees
Unleasing the Killer App published. Best-selling book co-authored by
Diamond Partner Chunka Mui becomes CEO's guide to the Internet
1999 $82.4 million revenues. 85 clients, 309 employees
INSIGHT seminars launched
OmniTech Consulting Group acquired
Diamond MarketSpace Solutions established
San Francisco office opened. Leverage Group acquired
3 for 2 stock split
100,000 copies of Unleashing the Killer App sold
<PAGE>
- more -
2000 $136.2 revenues. 143 clients, 576 employees
First international office opened in London
Helped the "Big Three" automakers create Covisint, hailed as the
world's largest Internet-based virtual marketplace.
Momentus Group Ltd. acquired in London
Ranked No. 9 in Fortune's list of America's fastest-growing companies
###
<PAGE>
[Cluster Logo]
CLUSTER CONSULTING
Timeline Highlights
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]
Investor Contact:
(U.S.) Julia Wallace Potter
Office: 312.255.5055, Cell: 312.961.5487
[email protected]
1993 Cluster was founded
7 clients, 15 employees
2 nationalities represented among employees
1994 8 clients, 20 employees
Cluster helped AirTouch win its first wireless licenses in Europe
3 nationalities represented among employees
1995 10 clients, 26 employees
First start-up project; supported the successful launch of Airtel
mobile operations
Cluster expanded operations into new markets:
Germany and U.S.
6 nationalities represented among employees
1996 10 clients, 41 employees
First contract with Ericsson
First project in the Latin American region
10 nationalities represented among employees
- more -
<PAGE>
1997 11 clients, 67 employees
New engagements in several countries:
Austria, France, Germany,
Netherlands, the U.S. and the U.K.
European leadership position in the telecommunications management
consulting industry
17 nationalities represented among employees
1998 16 clients, 119 employees
Up to 10 start-up projects in parallel in 3
continents
Started digital strategy practice
25 nationalities represented among employees
1999 38 clients, 262 employees
New offices opened in Dusseldorf, Lisbon and Paris
Leading practice within the finance, fast-
moving consumer goods, and media industries
33 nationalities represented among employees
2000 75 clients to date, 370 consultants as of September 2000
New office opened in Munich Pioneering mobile 3G strategies and new
industries of expertise International partnership close to 30 partners
45 nationalities represented among employees
###
<PAGE>
[LOGO]
DIAMOND CLUSTER
The World's Premier Digital Strategy
and Solutions Delivery Firm
<PAGE>
THE NEW GLOBAL BUSINESS ENVIRONMENT
-------------------------------------------------------------------------------
IDC expects that the wireless access base will exceed the wireline base by 2002
[chart]
Technology Disrupter
KILLER PLATFORMS
Internet
Wireless Internet (E2E)
--------------------------------------------------
Time
. Wireless is additive to the Internet
. Killer apps are becoming killer platforms
. The marketplace is global
[LOGO] DIAMOND CLUSTER
<PAGE>
AGENDA
-------------------------------------------------------------------------------
STRATEGIC RATIONALE
. WHO IS CLUSTER CONSULTING?
. DIAMOND CLUSTER COMPETITIVE POSITIONING
TRANSACTION DETAILS
INTEGRATION ACTIVITIES
WHAT THIS MEANS TO OUR SHAREHOLDERS
. FINANCIAL IMPACT
. IMMEDIATE AND LONG-TERM OPPORTUNITY
CONCLUSION
[LOGO] DIAMOND CLUSTER
<PAGE>
WHO IS CLUSTER CONSULTING?
-------------------------------------------------------------------------------
[LOGO]
CLUSTER CONSULTING
Pan-European & Latin American digital strategy firm specializing in wireless
telecommunications and Internet
EXPERTISE: WIRELESS STRATEGY
TARGET BUYER: CEO
FOUNDED: 1993
CONSULTANTS: 370 - 26 PARTNERS
REVENUE RUN RATE: USD $100 MILLION
OPERATING METRICS: SAME AS DIAMOND
LOCATION: EUROPE AND LATIN
AMERICA (9 OFFICES)
(LOGO) DIAMOND CLUSTER
<PAGE>
IMMEDIATE INTERNATIONAL CLIENT BASE
-------------------------------------------------------------------------------
[GLOBAL MAP]
THE BENEFIT TODAY
. IMMEDIATE ACCESS TO INTERNATIONAL CLIENT BASE
. HIGHLY COMPLEMENTARY GEOGRAPHIES
TOMORROW'S OPPORTUNITY
. A PROVEN PLATFORM FOR GEOGRAPHIC EXPANSION
[LOGO] DIAMOND CLUSTER
<PAGE>
EXTRAORDINARY SKILL MATCH
------------------------------------------------------------------------------
* [LOGO]
CLUSTER CONSULTING
[PYRAMID ARTWORK] [PYRAMID ARTWORK]
[LOGO] DIAMOND CLUSTER
<PAGE>
BENEFITS TO CLIENTS WORLDWIDE
-------------------------------------------------------------------------------
[LOGO]
GRUPO
ENDESA
[LOGO] DIAMOND CLUSTER
<PAGE>
BROAD, INTERNATIONAL CLIENT BASE
-------------------------------------------------------------------------------
[LOGO]
General Motors
[LOGO]
Ford
[LOGO]
ENRON
DAIMLERCHRYSLER
[LOGO]
T.ROWEPRICE
GOLDMAN
SACHS
[LOGO]
DELUXE
[LOGO]
ZIFF-DAVIS
[LOGO]
JOHN DEERE
ERICSSON [LOGO]
[LOGO] Bradesco
BT [LOGO]
[LOGO] Sprint(R)
altavista:
AMERICAN
EXPRESS(R)
...T.Deutsche
Telekom
[LOGO]
vodafone
airtouch
orange
(TM)
Telefonica
[LOGO] DIAMOND CLUSTER
<PAGE>
LEADING THE INDUSTRY
--------------------------------------------------------------------------------
LEADING THE INDUSTRY
[Chart comparing Diamond and the following competitors:]
Strategic Consultants
(McKinsey, Bain, BCG)
Interactive Architects
(SAPE, SCNT, VIAN, PXCM)
Interactive Designers
(IIXL, ACOM, RAZF)
Systems Integrators
(Big 5, Cap Gemini, EDS, IBM)
[in the following categories:]
Strategy Skills
Technology Skills
Wireless Expertise
Vertical Industry
International Reach
CEO Relations
[LOGO] DIAMOND CLUSTER
<PAGE>
THE NEXT GENERATION KILLER APP
--------------------------------------------------------------------------------
[CHART]
[LOGO] DIAMOND CLUSTER
<PAGE>
INTELLECTUAL CAPITAL
-------------------------------------------------------------------------------
[ARTWORK]
[LOGO] DIAMOND CLUSTER]
<PAGE>
MANAGEMENT TEAM TO SERVE CLIENTS WORLDWIDE
--------------------------------------------------------------------------------
MEL BERGSTEIN 101 TOTAL PARTNERS
CHAIRMAN AND CEO
ADAM GUTSTEIN JAVIER RUBIO MIKE CONNOLLY
PRESIDENT PRESIDENT, EUROPE PRESIDENT, NORTH AMERICA
& LATIN AMERICA
KARL BUPP - CFO CARME MIRO - VP CORPORATE STRATEGY
DEVELOPMENT
MIKE MIKOLAJCZYK - VICE CHAIRMAN JORDI VINAS - MP SOUTHERN REGION
FERRAN SORIANO - MP INTEGRATION ANDREW ROBINSON - MP NORTHERN EUROPE
JOHN SVIOKLA - VICE CHAIRMAN, VP SANDEEP CHUGANI - MP EASTERN US REGION
CORPORATE STRATEGY DEVELOPMENT
BRUCE QUADE - CHIEF PEOPLE OFFICER KEVIN GRIEVE - MP WESTERN US REGION
CHUNKA MUI - CHIEF INNOVATION OFFICER
DIAMOND CLUSTER LOGO
<PAGE>
Cluster Consulting Management Team
--------------------------------------------------------------------------------
Javier Rubio, CEO
- MAC Group (Gemini Consulting), Monitor [CLUSTER CONSULTING LOGO]
Jordi Vinas, VP Finance
- MAC Group (Gemini Consulting), Monitor
Ferran Soriano, VP Corporate Development
- MAC Group (Gemini Consulting), Benkiser
Carme Miro, VP Marketing
- Monitor, Spanish Ministry for Industry
Juan Pujol, VP Human Capital
- MAC Group (Gemini Consulting)
Marc Ingla, VP Knowledge & Innovation
- Monitor, Andersen Consulting
[DIAMOND CLUSTER LOGO]
<PAGE>
Highly Complementary Cultures
--------------------------------------------------------------------------------
Shared, meaningful ownership
Collaborative culture
Campus recruiting model
Focus on continuous learning
SWANs (Smart, Works Hard, Ambitious, Nice)
[DIAMOND CLUSTER LOGO]
<PAGE>
AGENDA
--------------------------------------------------------------------------------
STRATEGIC RATIONALE
. WHO IS CLUSTER CONSULTING?
. DIAMOND CLUSTER COMPETITIVE POSITIONING
TRANSACTION DETAILS
INTEGRATION ACTIVITIES
WHAT THIS MEANS TO OUR SHAREHOLDERS
. FINANCIAL IMPACT
. IMMEDIATE AND LONG-TERM OPPORTUNITY
CONCLUSION
[LOGO DIAMOND CLUSTER]
<PAGE>
TRANSACTION HIGHLIGHTS
--------------------------------------------------------------------------------
CREATES THE FIRST AND ONLY INTERNATIONAL DIGITAL STRATEGY AND SOLUTIONS
DELIVERY FIRM
-- $930 MILLION PRIMARILY EQUITY-BASED DEAL
ACCRETIVE TO CASH EPS, ACCELERATES REVENUE GROWTH
3 NEW BOARD SEATS; JAVIER RUBIO ADDED TO BOARD OF DIRECTORS
TARGET CLOSING IN QUARTER ENDING DECEMBER 2000
[LOGO DIAMOND CLUSTER]
<PAGE>
TRANSACTION DETAILS
--------------------------------------------------------------------------------
EQUITY-BASED DEAL FOR RETENTION OF KEY PLAYERS
$44 MILLION IN CASH (5% OF VALUE)
APPROXIMATELY 14 MILLION SHARES AND OPTIONS
-- 6.3 MILLION SHARES TO PARTNER GROUP
-- 7.6 MILLION OPTIONS
-- 4.2 MILLION PARTNER OPTIONS, VESTING OVER 5 YEARS
-- 1.5 MILLION STAFF OPTIONS, VESTING OVER 4 YEARS
-- 1.9 MILLION ROLL-OVER OPTIONS, VESTING OVER 4 YEARS
[LOGO DIAMOND CLUSTER]
<PAGE>
AGENDA
--------------------------------------------------------------------------------
STRATEGIC RATIONALE
. WHO IS CLUSTER CONSULTING?
. DIAMOND CLUSTER COMPETITIVE POSITIONING
TRANSACTION DETAILS
INTEGRATION ACTIVITIES
WHAT THIS MEANS TO OUR SHAREHOLDERS
. FINANCIAL IMPACT
. IMMEDIATE AND LONG-TERM OPPORTUNITY
CONCLUSION
[LOGO DIAMOND CLUSTER]
<PAGE>
INTEGRATION ISSUES
--------------------------------------------------------------------------------
Identified opportunities and risks
Assigned Accountability
People
. Retention - equity-based transaction with long-term vesting
. Recruiting - enhanced career opportunity
Clients
. Joint projects - successfully sold and delivered work together
. Marketing - a number of initiatives underway
Infrastructure Redundancy
. Geography - one office, will be consolidated
. Systems - similar technology, minimal investment
. Services - highly complementary services
Adam Gutstein and Ferran Soriano leading the integration effort
[LOGO DIAMOND CLUSTER]
<PAGE>
Seven Integration Teams
--------------------------------------------------------------------------------
TEAM GOAL RESPONSIBILITY
Integration Management Coordinate, manage risk, & Gutstein/Soriano
ensure success
People HR, culture, retention Quade/Pujol
Clients Business development, Regions & Global
cross selling Verticals
Intellectual Capital Research, generate & disseminate Mui
Knowledge Management Abstract, package & disseminate Ingla
Solutions Delivery Strategy through global delivery Abbattista
Positioning/Branding Mindshare Krauss/Miro
Finance/IR/Legal/Systems Common infrastructure Bupp/Vinas
[LOGO]
<PAGE>
Integration Approach
--------------------------------------------------------------------------------
Adam Gutstein and Ferran Soriano
responsible for integration effort
Continue to excel at what we do today
Areas of focus
. Client sales & execution
. Partner and All-Hands meetings
. Co-branding
. Common knowledge management
. Global DMS
. Global verticals
. Global strategy & execution competencies
[LOGO]
<PAGE>
Agenda
--------------------------------------------------------------------------------
Strategic rationale
. Who is Cluster Consulting?
. Diamond Cluster competitive positioning
Transaction details
Integration activities
What this means to our shareholders
. Financial impact
. Immediate and long-term opportunity
Conclusion
[LOGO]
<PAGE>
PRO FORMA REVENUE
-------------------------------------------------------------------------------
IN MILLIONS
CY97 CY98 CY99 CY00
---- ---- ---- ----
REVENUES $60 $103 $156 $130
[LOGO] DIAMOND CLUSTER
<PAGE>
INDUSTRY LEADING METRICS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DIAMOND CLUSTER
DIAMOND TARGET
------- ---------------
<S> <C> <C>
SECULAR GROWTH RATE 40% 50%
OPERATING MARGIN 18-20% 18-20%
AFTER-TAX MARGIN (BEFORE AMORTIZATION) 12-13% 12-14%
REVENUE/PROFESSIONAL $400K $400K
EMPLOYEE TURNOVER 12-15% 15-18% ST
12-15% LT
COLLECTIONS CYCLE 30 DAYS 35-40 DAYS
</TABLE>
[LOGO] DIAMOND CLUSTER
<PAGE>
FINANCIAL MODEL IMPACT
===============================================================================
FISCAL YEAR
(ENDING MARCH 31)
-----------------
2001 2002
-----------------
REVENUE* $280M $555M
% Growth 106% 98%
CASH EPS** $1.15 $1.61
HEADCOUNT 1,100 1,600
* Revenue assumes late-December close
** Cash EPS excludes goodwill amortization and other non-cash charges
[LOGO DIAMOND CLUSTER]
<PAGE>
AGENDA
--------------------------------------------------------------------------------
STRATEGIC RATIONALE
. WHO IS CLUSTER CONSULTING?
. DIAMOND CLUSTER COMPETITIVE POSITIONING
TRANSACTION DETAILS
INTEGRATION ACTIVITIES
WHAT THIS MEANS TO OUR SHAREHOLDERS
. FINANCIAL IMPACT
. IMMEDIATE AND LONG-TERM OPPORTUNITY
CONCLUSION
[LOGO DIAMOND CLUSTER]
<PAGE>
SUMMARY
--------------------------------------------------------------------------------
ACCELERATES GEOGRAPHIC EXPANSION BY 2 YEARS
ADDS BROADBAND WIRELESS AND MOBILE EXPERTISE
HIGHLY COMPLEMENTARY CULTURES
CREATES A UNIQUE VALUE PROPOSITION FOR CLIENTS & PEOPLE
CASH EPS ACCRETIVE
ACCELERATES REVENUE GROWTH
THE PREMIER DIGITAL STRATEGY AND SOLUTIONS DELIVERY FIRM
[LOGO DIAMOND CLUSTER]
<PAGE>
[LOGO]
DIAMOND CLUSTER
The World's Premier Digital Strategy
and Solutions Delivery Firm
<PAGE>
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 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 presentation 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.
[Diamond Cluster Logo]
<PAGE>
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.
<PAGE>
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 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
<PAGE>
growing offices in a wide range of international locations, Cluster also
represents our springboard for future global expansion."
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
<PAGE>
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 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.
