- Special Meeting cancelled in response to Engine Capital's
ever-shifting demands
- 2024 Annual Meeting timing consistent with past practice and
will spare the cost of holding two meetings
- Board has been substantially renewed as a direct result of
constructive shareholder engagement
TORONTO, Oct. 15,
2024 /CNW/ - Dye & Durham Limited (the
"Company" or "Dye & Durham") (TSX: DND) today
announced that the board of directors of the Company (the
"Board') intends to call an annual general meeting of
shareholders (the "Annual Meeting") to be held on
December 17, 2024.
The previously scheduled special meeting of shareholders (the
"Special Meeting"), called in response to a shareholder
requisition submitted by investor Engine Capital LP
("Engine"), has been cancelled. After demanding less than
one month ago that the Special Meeting be held "without further
delay", Engine, less than one week later, completed yet another
about-face and publicly acknowledged that holding the Special
Meeting would among other things, impose unnecessary costs on
shareholders.
Despite the Board making several good faith attempts and
offering significant concessions, Engine's unreasonable and
ever-shifting demands made a settlement that would be in the
interests of all stakeholders impossible. As such, the Board looks
forward to holding the Annual Meeting, which will be held at a time
consistent with past practice, and putting an end to the costly
distraction that Engine has caused.
The Board has continued its efforts to engage constructively
with all shareholders, and was pleased to announce a cooperation
agreement (the "Blacksheep Agreement") with shareholder
Blacksheep Fund Management Ltd. The Blacksheep Agreement will
result in one new high calibre director joining the Board in the
near term and a second that will be added to management's slate for
the Annual Meeting, which builds upon the substantial refreshment
of the Board since the conclusion of the 2023 annual meeting.
Shareholders will receive detailed information about the matters
to be presented at the Annual Meeting and information about how to
vote in a management information circular in advance of the Annual
Meeting.
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.
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