Engine Capital to Pursue Boardroom Change at Dye & Durham’s 2024 Annual Meeting
October 16 2024 - 8:41AM
Business Wire
Believes the Company’s Efforts to Intimidate
Shareholders Demonstrate Management’s Desperation to Maintain
Control and Underscore the Need for Shareholder-Driven Change
Looks Forward to Introducing Its Slate of
Highly Qualified Director Candidates and Sharing its Detailed Value
Creation Plan in the Coming Weeks
Believes Stock Is Worth Multiple of its Current
Trading Price if Discount to Peers Can Be Closed Under a
Best-in-Class Board and Management Team
Engine Capital LP (together with its affiliates, “Engine” or
“we”), which owns approximately 7.1% of Dye & Durham Limited’s
(TSX: DND) (“Dye & Durham” or the “Company”) outstanding
shares, today issued the below statement.
“In Dye & Durham’s attempts to pull the wool over
shareholders’ eyes, it finally appears to have gotten a black
sheep. We believe leadership’s efforts to intimidate shareholders
signal its desperation to retain control of the Company. While we
will keep an open mind about the Company’s new director
appointments, we recall that the Board has refreshed itself
numerous times before – with no meaningful progress or improvement
to show for it.
To be clear, we remain committed to pursuing the necessary
changes in Dye & Durham’s boardroom to create value for all
shareholders. The Company is going to tell you that Engine doesn’t
understand the business and that things are complicated. But our
plan is simple:
- Restore trust between the Company and its stakeholders –
customers, employees and shareholders.
- Rebuild a top-performing executive team across the different
geographies and stop the persistent turnover in management’s
ranks.
- Improve capital allocation by being disciplined and patient
with a priority towards reducing debt until leverage is at
3x.
- Build a growth company by focusing on true organic growth:
increase cross-selling of the Company’s different products and
build a stronger sales culture.
We are pleased that investors finally have clarity regarding the
Company’s Annual General Meeting following months of delays and
gamesmanship on the part of the Board. Based on feedback from
shareholders over the last few months, we believe a majority of
shareholders agree change is desperately needed to enable the
Company to execute on the tremendous value creation opportunity in
front of it. That is why we look forward to introducing our slate
of extraordinary leaders who have the right skillsets to rebuild
the Company’s relationship with stakeholders, effectively oversee
management and deliver value for all shareholders.
Dye & Durham’s upside is tremendous if the Company can
successfully execute on these initiatives. Dye and Durham trades at
an approximately 8x EBITDA while real estate and legal technology
peers trade for a median multiple of 18x EBITDA.1 We look forward
to providing shareholders the opportunity to vote for new, highly
qualified directors who will help the Company close the valuation
gap and set it on the right course toward long-term value
creation.”
No Solicitation
This press release does not constitute a solicitation of a proxy
within the meaning of applicable laws, and accordingly, DND
shareholders are not being asked to give, withhold or revoke a
proxy.
About Engine Capital
Engine Capital LP is a value-oriented special situations fund
that invests both actively and passively in companies undergoing
change.
1 Real Estate & Legal Technology peer group per Canaccord
Genuity Research September 5, 2024 research report. Peer group
includes Altus Group, Equifax, FactSet, Fair Isaac, Fiserv,
Information Services, PEXA, Real Matters, RELX, Thomson Reuters,
TransUnion, Verisk Analytics, Stewart Information, Intercontinental
Exchange.
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version on businesswire.com: https://www.businesswire.com/news/home/20241016130941/en/
For Investors: Engine Capital LP 212-321-0048
info@enginecap.com For Media: Longacre Square Partners
Charlotte Kiaie / Bela Kirpalani, 646-386-0091
ckiaie@longacresquare.com / bkirpalani@longacresquare.com
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