- The Company believes OneMove's claim is baseless and without
merit and intends to mount a vigorous defence
- Engine and OneMove, despite holding less than 15% of the
Company, rejected offer of settlement that included two Board seats
in favour of continuing campaign for control without paying
shareholders a control premium
- Board has taken significant steps to reposition the Company and
substantially reconstitute the Board
TORONTO, July 10,
2024 /CNW/ - Dye & Durham Limited (the
"Company" or "Dye & Durham") (TSX: DND) today
announced that OneMove Capital Ltd. ("OneMove") has filed a
claim in the Ontario Superior Court (Commercial List) against the
Company in respect of OneMove's shareholder proposal to remove
director Edward D. Prittie from the
Board, in an attempt to use the court to achieve an outcome that
the Company does not believe its shareholders would accept. The
Company believes OneMove's claim is baseless and without merit, and
intends to mount a vigorous defence.
The size of the Company's Board is fixed at seven members, as
per the terms of the July 17, 2020 investor rights agreement
between the Company, Plantro Ltd. and OneMove (the "IRA").
The IRA provides OneMove and Plantro each with the right to
nominate a single individual to the the board of directors of the
Company (the "Board"), with the balance of the nominees
remaining with the Board, which ensures the composition of the
Board represents all stakeholders. Engine Capital LP (together
with its affiliates, "Engine") had previously nominated
three individuals for election to the Board, in connection with the
Company's upcoming special meeting of shareholders scheduled to be
held on August 20, 2024 (the
"Special Meeting"). OneMove's proposal and its related
litigation is intended to contest a fourth seat on the Board which
would potentially allow OneMove and Engine to gain control of the
Board and the Company, without paying shareholders a control
premium.
In a good faith attempt to facilitate a settlement, the Board
advanced a proposal that offered Engine and OneMove two seats on
the Board. The Board's proposal was rejected, and they appear
determined to proceed with their attempts to gain majority control
of the Board.
Notwithstanding the unnecessary cost and distraction imposed by
the activist group, the Board has taken significant actions on its
own accord to reposition the Company and substantially reconstitute
the Board:
- The Board replaced two directors at the 2023 annual meeting,
and through current negotiations has offered, in good faith,
potentially another two independent seats to qualified board
members
- Named a new Board Chair, Colleen
Moorehead
- Engaged in significant ongoing discussions with all the
stakeholders of the Company;
- Completed a significant and accretive re-financing; and,
- Continues to deliver solid financial results.
The Board will always act in the best interests of all
shareholders and act to protect their interests. Dye & Durham
intends to file a counter claim
that alleges that OneMove
breached the provisions of the IRA, and that Engine induced
this alleged breach.
The Company is continuing to investigate the activity of OneMove
and Engine for potential breaches of securities laws and will take
the necessary steps to protect the Company and all of its
shareholders from any damage caused by their conduct.
"The directors of the Company, acting as independent
fiduciaries, represent all shareholders. We have worked in good
faith to advance proposals, including meaningful representation on
the Board, that could have resulted in an equitable settlement,
which were summarily rejected by the Engine and OneMove. We will
continue to take actions to protect the rights and interests of our
stockholders," said Colleen
Moorehead.
Advisors
Dye & Durham has retained Goodmans LLP and Groia &
Company as its legal advisors, and Gagnier Communications LLC as
its strategic communications advisor.
ABOUT DYE & DURHAM LIMITED
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
Dye & Durham's current expectations regarding future events. 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 Dye & Durham'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 Dye & Durham's most
recent annual information form. 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