TORONTO, Dec. 12,
2024 /CNW/ - Dye & Durham Limited ("Dye &
Durham" or the "Company") (TSX: DND) today, called
on shareholders to vote for each of its seven nominees for election
to the board of directors (the "Board") in connection with
the upcoming annual and special meeting of Dye & Durham
shareholders.
Shareholders, you have a very important decision to make, and
one that will determine the future of your investment in Dye &
Durham.
With the voting deadline of Friday,
December 13, 2024, at 10:30
a.m. (Toronto time)
rapidly approaching, shareholders must choose between the Dye &
Durham nominees, and a slate proposed by Engine Capital LP
("Engine").
Throughout its campaign, Engine has advanced a false and
disingenuous narrative that suggests Dye & Durham has not
driven value for shareholders. As long term shareholders know, the
Company has grown from an enterprise value of approximately
$4 million to $2.5 billion. It started as a regional company
which rapidly became a global provider of legal technology. The
foundation of the Company was built on deliberate, successful and
accretive M&A, and has been driving impressive organic
growth.
You have a simple choice, an opportunity to drive sustained
value creation by choosing Dye & Durham's nominees, or a
potentially chaotic and value destructive replacement of the Board
and management team by the Engine nominees.
The seven Dye & Durham nominees, as a group, bring track
records of independence, value creation, C-suite experience,
relevant backgrounds, and fresh shareholder focused perspective.
The nominees are the result of a deliberate refreshment process
that also balances the need for institutional memory and continuity
on the Board. The nominees will ensure business continuity
by keeping the management team intact and focused on continuing to
drive record financial performance.
Dye & Durham's Board and management team are executing on
its Value Creation plan to (i) drive organic growth through
integration and cross-selling opportunities, (ii) suspend
significant M&A until our target leverage ratio has been met,
(iii) continue to reduce leverage in the business, and (iv)
continue the business transition to a more predictable and
transparent SaaS model.
With CEO Matthew Proud stepping
down, the independent directors of the new Board will lead
an orderly search and recruitment process, with the benefit of
shareholder input, independent external advice and a robust
selection process. Mr. Proud has also reiterated that he will not
seek to become Chair of the Board, noting that the new CEO should
not have the former CEO looking over his shoulder.
The Board has acted in good faith to lead a substantial
refreshment with shareholder input, lead a CEO succession and
transition, reposition the Company's capital allocation process,
attempted to avoid this unnecessary and distracting proxy contest,
and drive a Value Creation Plan that will serve all the Company's
long term stakeholders. The nominees, if elected, will be
accountable and independent fiduciaries for all shareholders.
Engine by contrast, once in control, is unlikely to heed the views
of other shareholders.
Shareholders, it is in your hands to safeguard the future of the
Company. The Board asks you to vote the GOLD proxy or
GOLD VIF, FOR all of the seven Dye & Durham
nominees. If you have any questions or need help voting your
shares, please contact our proxy solicitor, Carson Proxy, at Toll
Free: 1-800-530-5189 Local and Text: 416-751-2066 or
Email: info@carsonproxy.com.
It's time to put an end to Engine's campaign and let the Board
and management team stay focused on driving value for all
shareholders.
Advisors
Dye & Durham has retained Goldman Sachs, as its strategic
advisor, Goodmans LLP and Groia & Company as its legal
advisors, Gagnier Communications LLC and Sovereign Advisory Inc. as
its strategic communications advisors, and Carson Proxy as its
proxy solicitor.
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, Australia, and South Africa.
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
