MinterEllisonRuddWatts has acted as New Zealand counsel for the acquisition of Diligent, a global provider of corporate governance and collaboration solutions for senior executives.
The firm is being acquired by Insight Venture Partners for US$4.90 (NZ$7.39) per share. This puts the total value of Diligent at US$624 million (NZ$941 million) with the company showing a 31 per cent premium to the pre-announcement price of NZ$5.24 per share.
NZ Lawyer spoke to Cathy Quinn, Chair of MinterEllisonRuddWatts, Head of M&A, and leader of the Diligent counsel team, about working on this deal.
“Aside from the size of the deal, and getting a good result for the shareholders in what is a turbulent market, the deal was novel in that there is no other company on NZX in Diligent’s position,” she said.
This is because Diligent is the only firm incorporated within the US which has done an IPO in New Zealand and is listed on NZX.
“Therefore, every step of the transaction had to be carefully considered so that conflicts of law issues could be identified and dealt with,” Quinn said.
As US and New Zealand laws did not always fit together, Quinn and her team worked closely with NZX to obtain the necessary paperwork and complete the transaction.
“In the end we were able to accommodate US law and provide comfort to NZX. This required waivers from the NZX Listing Rules that did not prejudice the policy of those rules while doing so quickly. It was a tremendous win for Diligent and shareholders.”
The fact that the firm was sold at a 31 per cent premium also added to the success story, especially since the transaction took place in a period of extreme volatility, she added.
MinterEllisonRuddWatts has acted as legal advisors to Diligent for just over three years, Quinn said, in which time the team has become familiar with the legal challenges of complying with both US and New Zealand law.
“This put us in the best position to analyse the US deal structure and evaluate conflicts with New Zealand law,” Quinn said. “We also have a strong relationship with NZX, an extensive background in public international M&A and an international legal network.”
At the time of writing, Diligent’s board has unanimously approved the transaction and will recommend shareholders vote in favour of the deal. The transaction is expected to be completed in the second quarter of this year.