- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
25 August 2010 - 7:21AM
Edgar (US Regulatory)
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:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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x
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Soliciting Material Pursuant Section 240.14a-12
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Diamond Management & Technology
Consultants, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement; if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which the transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of the transaction:
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Fee paid previously with preliminary materials.
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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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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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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 communication to clients of Diamond Management & Technology Consultants, Inc. (Diamond) in connection
with the proposed acquisition of Diamond by PricewaterhouseCoopers LLP.
Dear
:
I have some important news to share with you.
After careful consideration, Diamond has entered into a merger agreement with PricewaterhouseCoopers Advisory Practice. While this
will create a time of transition, we are committed to maintaining business-as-usual in terms of our relationship and the quality and impact of our work during this time. We expect the transition to be complete in the fourth quarter of this calendar
year. I assure you that you will continue to receive the same levels of service you have come to expect from your Diamond team.
You are no doubt wondering what this transaction will mean for our relationship longer term, and on that front we are particularly
excited. The expectation is that Diamond will become an integrated business unit within PwCs Advisory Practice. Diamond plans to continue to bring you quality people, high impact work, and our unique and proven capabilities in helping you
leverage technology and set and achieve their business objectives.
We believe this transaction is beneficial to our clients
for a number of reasons, a few of which Id like to highlight. One is PwCs global scale. PwCs Advisory Practice is comprised of 1,700 partners and 30,000 professional staff. Worldwide, across all its service lines, PwC member firms
have more than 163,000 people in 757 offices across 151 countries. That breadth and depth enables us to call upon a wider range of resources to help our clients address their most critical challenges and pursue their most important opportunities. At
the same time, you can expect to be served by the same small interdisciplinary partner-led teams to which you have become accustomed.
A second factor is PwCs 150+ year commitment to outstanding client service. Our two firms share the values of professionalism and
quality work, leadership, collaboration, and trust. Our two firms share a common vision to be the best professional services provider in the world. Let me assure you that we remain committed to attracting and retaining smart, dedicated, and
innovative people. Our ability to remain on the innovative edge of management thinking should be strengthened by PwCs history of investment in research, and professional development.
I am sure you will have other questions and I will be available for a deeper discussion, if you would like to talk. If it is alright with
you, I will set a time for us to speak in the coming days. In the meantime, a
press release
is attached.
Sincerely,
CC: Adam J.
Gutstein, President & CEO, Diamond
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. DIAMONDS 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 SECs 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 Diamonds 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 Diamonds executive officers and directors and their ownership of Diamond Common Stock is set forth in Diamonds 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.
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