- Dye & Durham’s experienced and refreshed nominees, are leading an orderly transition to a new CEO, supporting the focused and engaged senior leadership team and driving strong organic growth
- Engine’s hand-picked and poorly qualified nominees will not act as a check on Arnaud Adjler’s agenda
- Engine’s attempt at wholesale Board and management change will be value destructive
- With two weeks to the Annual Meeting, Engine has not provided a plan to shareholders, despite having a year to do so
- Dye & Durham’s Board unanimously recommends a vote FOR all seven of the Company’s nominees on the GOLD Proxy or GOLD VIF
Toronto, Ontario – December 2, 2024 – Dye & Durham Limited (“Dye & Durham” or the “Company”) (TSX: DND) today published a detailed investor presentation entitled ‘A Simple Choice for Shareholders’ (the “Presentation”) ahead of the Company’s 2024 annual and special meeting of shareholders (the “Annual Meeting”) scheduled for December 17, 2024. The Presentation was filed with the Canadian Securities Administrators on SEDAR+ and is available under the Company’s profile at www.sedarplus.ca and on Dye & Durham’s website.
Due to the Canadian postal disruption, shareholders are encouraged to contact Carson Proxy at 1-800-530-5189, text 416-751-2066, or email [email protected], for assistance in voting their shares, to obtain replacement proxy materials, or to obtain a copy of the Presentation.
Dye & Durham’s leadership team has a proven track record of success, have delivered exceptional performance metrics, and built an unmatched platform – this is our moment to win. Don’t Engine’s Arnaud Adjler disrupt a great Canadian success story.
Shareholders are left with a simple choice: stick with a winning team leading an orderly CEO transition that will continue to drive the Company’s momentum or Engine’s handpicked and poorly qualified nominees who will throw the Company into chaos and disrupt its Value Creation Plan.
As detailed in the Presentation, since the Company’s IPO in 2020, Dye & Durham’s board of directors (the “Board”) and management team have created one of the world’s largest legal technology companies through a deliberate and disciplined approach to organic and acquisition growth. Dye & Durham is unlocking substantial value for all shareholders through its strategic Value Creation Plan, and the Company’s nominees possess the right mix of skills, experience, and expertise required to continue the disciplined execution that has powered its incredible growth trajectory.
Dye & Durham’s Board has been substantially refreshed, through a thoughtful and intentional process, since the 2023 annual meeting. Importantly, this refreshment has enhanced Board deliberations while maintaining a level of institutional knowledge that is critical to the Company’s continued success.
Engine Capital LP (together with affiliates, “Engine”) is waging a contest in an attempt to take credit for the Company’s already executed repositioning to a global SaaS leader that delivers long-term sustainable value. To displace the Company’s experienced and highly qualified directors with Engine’s underqualified slate would be potentially value destructive and would not be in the best interests of Dye & Durham or its shareholders.
Engine does not want the Board to consider strategic alternatives, operates on an ever-shifting narrative that is built on cherry-picked data and outright misstatements, and has failed to present the Board with even one credible and actionable, strategic or operational idea.
Additional information is available in the Company’s recently filed Letter to Shareholders and Management Information Circular, which can be found on SEDAR+ under the Company’s profile at www.sedarplus.ca and on the Dye & Durham’s website.
Your vote is very important.
Vote FOR all Dye & Durham’s nominees on the GOLD Proxy or GOLD VIF to protect and maximize shareholder value.
If you have any questions or need help voting your shares, please contact Carson Proxy, at Toll Free: 1-800-530-5189 Local and Text: 416-751-2066 or Email: [email protected].
Advisors
Dye & Durham has retained Goldman Sachs, as its strategic advisor, Goodmans LLP and Groia & Company as its legal advisors, Gagnier Communications LLC and Sovereign Advisory Inc. as its strategic communications advisors, and Carson Proxy as its proxy solicitor.
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.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Investor Relations:
Huss Hirji, VP, Investor Relations
Dye & Durham Limited
Email: [email protected]
Phone: 647-323-7193