10/07/2024

Dye & Durham Comments on Baseless Litigation Filed by OneMove

  • 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

TORONTOJuly 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 KingdomIreland, 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

FOR FURTHER INFORMATION, PLEASE CONTACT: Investor Relations: Huss Hirji, VP, Investor Relations, Dye & Durham Limited, Email: [email protected], Phone: 647-323-7193

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