- Board determined to waive deficiencies and accept Engine's
re-submitted nomination materials, in the interests of shareholder
democracy
- Shareholders can decide for themselves which nominees they
believe are best qualified to drive value for shareholders at the
upcoming Annual Meeting
TORONTO, Nov. 19,
2024 /CNW/ - Dye & Durham Limited ("Dye &
Durham" or the "Company") (TSX: DND) today
announced that Dye & Durham's board of directors (the
"Board") has exercised its discretion under the Company's
Bylaws to waive some of the deficiencies in the nomination notice
(the "Notice") submitted by Engine Capital LP, Engine
Airflow Capital LP, Engine Lift Capital LP and Engine Jet Capital
LP's (collectively, the "Nominating Shareholders") and
accepts the Notice to nominate six individuals to stand for
election to Dye & Durham's board of directors (the
"Board") at the Company's 2024 annual and special meeting of
shareholders (the "Annual Meeting") scheduled for
December 17, 2024.
Dye & Durham shareholders have the right to understand the
nature and scope of the Nominating Shareholders' solicitation, and
for reasonable disclosure about each of the nominees. While the
Board continues to view the Notice as deficient, it determined to
waive these deficiencies in the interests of shareholder democracy.
Shareholders will have the opportunity to determine for themselves,
which nominees are best qualified to drive value for all
shareholders.
The Company intends to file its Management Information Circular
(the "Circular") with the Canadian Securities Administrators
on SEDAR+ under the Company's profile at www.sedarplus.ca and
will be mailing copies of the Circular and applicable related
Annual Meeting materials (collectively, the "Meeting
Materials") to Shareholders of record as of November 7, 2024. The Circular will provide
important information on the business of the Annual Meeting,
including Dye & Durham's Board, as well as related matters such
as voting procedures and how to attend the Annual Meeting.
Shareholders are urged to read the Circular carefully and in its
entirety. The Circular will also be available on Company's
website.
No Solicitation
This press release is for informational purposes only and is not
a solicitation of proxies. Any proxies solicited in respect of the
Annual Meeting will be solicited by the Company pursuant to the
Circular or as otherwise permitted by Canadian corporate and
securities laws.
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 premier 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