- Blacksheep agrees to support Company nominees at 2024 &
2025 annual meeting
- Company is grateful to Blacksheep for constructive and
thoughtful engagement
TORONTO, Oct. 15,
2024 /CNW/ - Dye & Durham Limited (the
"Company" or "Dye & Durham") (TSX: DND) today
announced that the Company has entered into a cooperation agreement
(the "Cooperation Agreement") with Blacksheep Fund Management
Ltd. (together with affiliates, "Blacksheep").
Blacksheep Master Fund Limited, managed by Blacksheep, owns
approximately 5.91% of the outstanding shares of the Company.
Under the terms of the Cooperation Agreement, Blacksheep shall
have the right to designate one individual (the "Investor
Nominee") who will be appointed to the Company's board of
directors (the "Board"), with immediate effect upon his or
her designation.
In connection with the Cooperation Agreement, Blacksheep will
receive certain nomination rights, and has agreed to customary
standstill, voting support and other customary terms and
conditions. The parties have further agreed to a construct whereby
they would mutually identify a new independent director nominee for
the Board (the "Independent Nominee"). The Independent
Nominee is intended to have a background that may include
information services and/or SaaS, legal and financial services,
capital allocation, and operational experience and expertise.
"Dye & Durham has successfully transformed the global legal
technology industry, led the disruption of a disjointed customer
experience for legal and business professionals, and delivered
significant compounded annual growth since its IPO. We look forward
to continuing to work collaboratively with Blacksheep and our other
constructive stakeholders to execute on our strategy and drive
value across our business," said Matt
Proud, Chief Executive Officer, Dye & Durham.
"We are pleased to have reached an agreement with Blacksheep
that provides for additional Board refreshment, and allows the
Company to remain focused on driving value for all its
stakeholders. Dye & Durham is grateful to Blacksheep for its
constructive and thoughtful engagement with the Board," said
Colleen Moorehead, Chair of the
Board.
"We appreciate the Board's responsiveness to our engagement.
Blacksheep is pleased to have reached an agreement with Dye &
Durham that will provide an infusion of expertise and fresh
perspective to Board deliberations," said Alex Fortune, Chief Investment Officer of
Blacksheep. "We believe Dye & Durham has built an incredible
business, with a unique long term value creation opportunity. We
are confident that the new Board members will be world-class
additions – disciplined capital allocators who can support the
Board and management in unlocking this value. We are excited to be
part of Dye & Durham's future."
The Company acknowledges that Blacksheep has engaged
constructively throughout the process with the Board and management
team, for the benefit of all stakeholders. The Company looks
forward to a continued collaborative and constructive relationship
going forward.
Advisors
Dye & Durham has retained Goldman Sachs as its financial
advisor, Goodmans LLP and Groia & Company as its legal
advisors, and Gagnier Communications LLC and Sovereign Advisory
Inc. as its strategic communications advisors.
Blacksheep retained Fasken Martineau DuMoulin LLP as its legal
advisor.
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.
ABOUT BLACKSHEEP FUND MANAGEMENT LTD.
Blacksheep Fund Management Ltd. is an investment manager based
in Dublin, Ireland that invests
the capital of institutions such as university endowments and
foundations.
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