- Dye & Durham agrees to
sell TM Group to AURELIUS, a globally active alternative investment
firm
- Cash consideration at closing of approximately £50 million,
with up to £41 million in potential additional earn-out payments
between 2023 and 2026
- Transaction will satisfy undertakings given by Dye &
Durham to the UK's Competition and Markets Authority (CMA), thereby
concluding the CMA's merger investigation
TORONTO, July 10,
2023 /CNW/ - Dye & Durham Limited (TSX: DND)
("Dye & Durham" or the "Company"), one of the world's largest
providers of cloud-based legal practice management software
designed to make managing a law firm, organizing cases, and
collaborating with clients easy, today announced it has entered
into an agreement to sell TM Group (UK) Limited ("TM Group") to
AURELIUS, a globally active alternative investment firm.
As part of the transaction, Dye & Durham will receive
approximately £50 million in cash at closing, with up to £41
million in potential additional earn-out payments between 2023 and
2026, for total consideration of up to £91 million, subject to
certain adjustments. Closing is expected to occur in August and the
transaction has received approval from the United Kingdom's Competition and Markets
Authority. Dye & Durham plans to use the net proceeds it
receives at closing to reduce its debt.
"We're pleased to enter into this agreement with AURELIUS and
put this regulatory process behind us. While TM Group wasn't
material to our overall business, it is a profitable organization
that will generate additional value in the hands of its new
ownership," said Dye & Durham CEO Matthew Proud. "We plan to seek new M&A
opportunities in the UK to continue to scale our business into the
world's leading legal technology company."
About Dye & Durham
Dye & Durham Limited provides premiere practice management
solutions empowering legal professionals every day, delivers vital
data insights to support critical corporate transactions and
enables the essential payments infrastructure trusted by government
and financial institutions. The company has operations in
Canada, the United Kingdom, Ireland, and Australia. Additional information can be found
at www.dyedurham.com
Forward-looking
Statements
This press release may contain forward-looking information
within the meaning of applicable securities laws, which reflects
the Company's current expectations regarding future events,
including with respect to the sale of TM Group, the timing of
closing of the transaction, the receipt of earn-out payments, and
the use of proceeds. In some cases, but not necessarily in all
cases, forward-looking statements can be identified by the use of
forward looking terminology such as "plans", "targets", "expects"
or "does not expect", "is expected", "an opportunity exists", "is
positioned", "estimates", "intends", "assumes", "anticipates" or
"does not anticipate" or "believes", or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might", "will" or "will be taken", "occur" or
"be achieved". In addition, any statements that refer to
expectations, projections or other characterizations of future
events or circumstances contain forward-looking statements.
Forward-looking statements are not historical facts, nor guarantees
or assurances of future performance but instead represent
management's current beliefs, expectations, estimates and
projections regarding future events and operating performance.
Forward-looking information is based on a number of assumptions
and is subject to a number of risks and uncertainties, many of
which are beyond the Company's control, which could cause actual
results and events to differ materially from those that are
disclosed in or implied by such forward-looking information. Such
risks and uncertainties include, but are not limited to, the
factors discussed under "Risk Factors" in the Company's most recent
annual information form and management discussion and analysis. Dye
& Durham does not undertake any obligation to update such
forward-looking information, whether as a result of new
information, future events or otherwise, except as expressly
required by applicable law.
SOURCE Dye & Durham Limited