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A good deal all round

15 May 2017 by Frank Curtiss

ICSA: A good deal all round - read more

Diligent is the right partner for ICSA’s software businesses, says Frank Curtiss

As we announced on 17 February, ICSA’s two software businesses, ICSA Boardroom Apps Limited (BoardPad) and ICSA Software International Limited (Blueprint OneWorld), were sold to Diligent Corporation in separate transactions earlier this year.

It was always part of the UKRIAT Committee’s strategic plan for BoardPad to be sold once it had reached maturity, provided an appropriate buyer could be found. We felt that we had taken the business as far as we could and that its sale to an owner with the means to invest in it more fully would help take its products to the next level to the benefit of both customers and members.

“Diligent Corporation was the best choice on grounds of price, commitment to clients and future fit”

Once the UKRIAT Committee had taken the decision to sell BoardPad, it was important for us to find the right future owner. We had a number of conversations with various interested parties and decided that Diligent Corporation was the best choice on grounds of price, commitment to clients and future fit.

Diligent is the leading provider of secure online collaboration and document-sharing solutions for boards, committees and leadership teams and we believe that BoardPad customers, many of whom are ICSA members, will benefit from access to Diligent’s award-winning customer service and the robust set of tools and services it has developed in serving companies around the globe.

During our conversations with Diligent, it became apparent that it was separately interested in buying Blueprint OneWorld, not least because of the opportunities to expand its functionality and product offering worldwide.

We were not, initially, expecting to sell both businesses. However, after due consideration, and for similar reasons related to the maturity of the business and the need for future investment, we decided that the time was right to sell Blueprint OneWorld as well.

After taking market soundings, we decided to sell it also to Diligent. ICSA had helped to nurture these businesses since they were established and the decision to part with them both was not taken lightly. We are confident that the right partner for both businesses has been chosen and that this is the right outcome for ICSA.

Blueprint OneWorld, the global leader in entity management solutions for corporate legal departments and general counsel, will remain a stand-alone brand within the Diligent portfolio. CEO Brian Stafford will discuss Diligent’s plans in more detail in a future edition of this magazine.

“Completion of the sale of both software businesses will also allow us to strengthen our relationship with Diligent”

We are delighted that the BoardPad and Blueprint OneWorld teams will be able to work on a wider variety of products and services and learn new skills by being part of a larger global company. Members of the combined team will have the tools needed to grow both professionally and personally.

Completion of the sale of both software businesses will also allow us to strengthen our relationship with Diligent. We already had strong links on the marketing front and expect these to be enhanced in the future. Diligent will be headline sponsor at this year’s annual conference in London on 4–5 July and is also sponsoring various other key events, including the annual conference in Ireland on 23 May. We look forward to continuing the constructive partnership that we formed during the transaction.

So, what of the future? I am not yet able to disclose the details of the transactions. Many members will know better than me the adjustments and undertakings that follow any such transactions, and suitable disclosure will be made when these are completed. However, suffice it to say that the proceeds are enough to safeguard our future.

Many of you will be aware that income from our investment in Blueprint OneWorld and BoardPad has for a number of years underwritten our professional activities. The UKRIAT Committee has established an investment subcommittee which will take appropriate professional advice to ensure the proceeds are employed to support and develop our professional activities, although as we believe it to be an issue of good governance, we have decided, in consultation with the trustees, to use some of the sale proceeds to pay down some of the pension scheme deficit.

We will continue to update members as our future plans develop.

Frank Curtiss is President of ICSA: The Governance Institute

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ICSA: The Governance Institute
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