Special Meeting cancelled in response to Engine Capital’s ever-shifting demands2024 Annual Meeting timing consistent with past practice and will spare the cost of holding two meetingsBoard 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
