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Diamond Management & Technology Consultants, Inc. – ‘425’ on 9/11/00 re: Diamond Management & Technology Consultants, Inc.

On: Monday, 9/11/00, at 5:21pm ET · Accession #: 950131-0-5294 · File #: 0-22125

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/11/00  Diamond Mgmt & Tech Consulta… Inc 425                    1:34K  Diamond Mgmt & Tech Consulta… Inc Donnelley R R & S… 03/FA

Business-Combination Transaction Communication — Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Business-Combination Transaction Communication        40     62K 

425 1st Page of 40 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                               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.                

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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                                             

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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                                             

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DIAMOND TECHNOLOGY PARTNERS                                                     
Timeline Highlights                                                             

                                                                 Media Contacts:
                                                               (U.S.) David Moon
                                        Office: 312.255.4560, Cell: 708.557.6917
                                                              moond@diamtech.com
                                                                              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
                                                            potterj@diamtech.com

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              

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- 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

### 

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                                                                  [Cluster Logo]

CLUSTER CONSULTING                                                              
Timeline Highlights                                                             

                                                                 Media Contacts:
                                                               (U.S.) David Moon
                                        Office: 312.255.4560, Cell: 708.557.6917
                                                              moond@diamtech.com
                                                                              or
                                                           (Europe) Kirsty Brown
                                  Office: 44.20 7959.7700, Cell: 44.7967.176.567
                                                       keb@clusterconsulting.com

                                                               Investor Contact:
                                                     (U.S.) Julia Wallace Potter
                                        Office: 312.255.5055, Cell: 312.961.5487
                                                            potterj@diamtech.com

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 -  

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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                      

### 

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[LOGO]  
DIAMOND CLUSTER 

The World's Premier Digital Strategy  
and Solutions Delivery Firm 

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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

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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                                                          

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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                                                          

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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

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EXTRAORDINARY SKILL MATCH 
------------------------------------------------------------------------------  

*                                                  [LOGO]                       
                          CLUSTER CONSULTING

[PYRAMID ARTWORK]                             [PYRAMID ARTWORK]                 

                                                          [LOGO] DIAMOND CLUSTER

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BENEFITS TO CLIENTS WORLDWIDE 
------------------------------------------------------------------------------- 

[LOGO]                                                                          
GRUPO                                                                           
ENDESA                                                                          

                                                          [LOGO] DIAMOND CLUSTER

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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

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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

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THE NEXT GENERATION KILLER APP  
--------------------------------------------------------------------------------

[CHART] 
                                                          [LOGO] DIAMOND CLUSTER

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INTELLECTUAL CAPITAL  
------------------------------------------------------------------------------- 

[ARTWORK] 

                                                         [LOGO] DIAMOND CLUSTER]

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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                                                            

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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]                                                          

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Highly Complementary Cultures 
--------------------------------------------------------------------------------

Shared, meaningful ownership                                                    

Collaborative culture                                                           

Campus recruiting model                                                         

Focus on continuous learning                                                    

SWANs (Smart, Works Hard, Ambitious, Nice)                                      

[DIAMOND CLUSTER LOGO]                                                          

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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]                                                          

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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]                                                          

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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]                                                          

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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]                                                          

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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]                                                          

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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]

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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]

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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]

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PRO FORMA REVENUE   
------------------------------------------------------------------------------- 

IN MILLIONS                                                                     

CY97     CY98    CY99    CY00                   
----     ----    ----    ----                   

REVENUES        $60      $103    $156    $130                                   

                                                          [LOGO] DIAMOND CLUSTER

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INDUSTRY LEADING METRICS  
--------------------------------------------------------------------------------

                                                                [Download Table]


                                                            DIAMOND CLUSTER
                                            DIAMOND             TARGET     
                                            -------         ---------------
                                                                           
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 

                                                          [LOGO] DIAMOND CLUSTER

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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]

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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]                                                          

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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]                                                          

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[LOGO]  
DIAMOND CLUSTER 

The World's Premier Digital Strategy  
and Solutions Delivery Firm 

425 36th Page of 40 TOC 1st Previous Next ↓Bottom Just 36th
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]

425 37th Page of 40 TOC 1st Previous Next ↓Bottom Just 37th
NEWS RELEASE                                                                    
FOR IMMEDIATE RELEASE                                                           

                                                                Investor Contact
                                                            Julia Wallace Potter
                                         Office: 312-255-5055, Cell 312-961-5487
                                                            potterj@diamtech.com

                                                                  Media Contacts
                                                               (U.S.) David Moon
                                        Office: 312-255-4560, Cell: 708-557-6917
                                                              moond@diamtech.com
                                                                              or
                                                           (Europe) Kirsty Brown
                                  Office: 44-20.7959.7700, Cell: 44-7967-176-567
                                                       keb@clusterconsulting.com

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.                                

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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                                     

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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                                       

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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.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘425’ Filing	Date	First	Last	Other Filings

	3/31/01	38		10-K, 10-K/A
	9/26/00	39
	9/18/00	39
Filed on:	9/11/00	2	39	8-K
	9/8/00	37
	6/30/00	36	40	10-Q
				List all Filings

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Filing Submission 0000950131-00-005294 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Diamond Management & Technology Consultants, Inc. – ‘425’ on 9/11/00 re: Diamond Management & Technology Consultants, Inc.

On: Monday, 9/11/00, at 5:21pm ET · Accession #: 950131-0-5294 · File #: 0-22125

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Business-Combination Transaction Communication — Rule 425Filing Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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