- Engine's attempt to takeover the Company without paying
shareholders a premium is failing
- Engine demands the Board abandon its duties to shareholders to
serve its narrow agenda
- Board and management team remain focused on execution and
continue to deliver results for all stakeholders
TORONTO, Oct. 24,
2024 /CNW/ - Dye & Durham Limited (the
"Company" or "Dye & Durham")
(TSX: DND), today responded to Engine Capital LP's
(together with its affiliates "Engine") latest disingenuous
attacks against the Company and its board of directors (the
"Board").
The Company intended to avoid further public exchanges with
Engine and its manager Arnaud Ajdler, however, its misleading
statements require the Company to set the record straight.
The Company, at the request of the market regulator, CIRO,
responded to a media report that it is exploring a sale after
receiving takeover interest. The Company confirmed that it expanded
the scope of its previously commenced strategic review process.
While the process progresses, the Board and management team
continue to execute on the Company's standalone strategy.
Mr. Ajdler's aggressive reaction is a clear acknowledgment that
Engine's attempt to gain control of the Company without paying
shareholders a premium is failing. Engine essentially demanded that
the Board abandon its fiduciary duties and not consider potential
value maximizing alternatives. As Engine knows, no board of
directors, acting as responsible shareholder representatives, would
acquiesce to these demands.
The Board continues to engage with shareholders about the
business and continues to be responsive to their views. Over the
past year, the Company has been rapidly progressing its business
transition to a SaaS model while taking decisive action to reduce
its total net debt and borrowing costs. In addition, the Board
entered into a cooperation agreement with a shareholder to further
refresh the Board, in addition to the substantial refreshment that
has occurred since the 2023 annual meeting of shareholders.
Dye & Durham's Board and management team have repeatedly
demonstrated that they are acting in the best interests of all
stakeholders. It is long past time for Engine to end its
ego-driven, distracting and costly campaign – for the sake of all
stakeholders.
The Company intends to file its management information circular
in the coming weeks in connection with the upcoming 2024 annual
meeting of Dye & Durham shareholders. The Board looks forward
to presenting its track record and plan to continue driving value;
the Board and management team's history of constructive engagement
with shareholders; and the seven highly qualified director nominees
that the Board believes bring the right mix of skills, expertise
and experience to act as engaged fiduciaries on behalf of all
shareholders.
Advisors
Dye & Durham has retained Goldman Sachs, as its strategic
advisor, Goodmans LLP and Groia & Company as its legal
advisors, and Gagnier Communications LLC and Sovereign Advisory
Inc. as its strategic communications advisors.
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