- The Court found that OneMove's attempt to remove director
Edward D. Prittie was invalid and
dismissed its application
- The Court noted it would be a breach of the Investor Rights
Agreement ("IRA") if OneMove failed to vote its shares in
accordance with the IRA
- The Company is disappointed that the Activist Investors,
including OneMove, continue to pursue costly and value-destructive
manoeuvres, engaging in questionable tactics that undermine proper
governance to the detriment of all stakeholders in their pursuit of
control
TORONTO, Sept. 17,
2024 /CNW/ - Dye & Durham Limited (the
"Company" or "Dye & Durham") (TSX: DND) today
announced that the Ontario Superior Court of Justice (Commercial
List) found OneMove Capital Ltd.'s ("OneMove") attempt to
remove director Edward D. Prittie
was invalid and dismissed its application. The Court also noted
that OneMove would be in breach of the IRA if OneMove failed to
vote its shares in accordance with the IRA.
Dye & Durham remains disappointed at the continued and
aggressive attempts of a group of activist shareholders to gain
control of the Company's board of directors. As referenced in
materials filed with the Court in connection with the proceedings,
this group of activist shareholders appears to include OneMove,
Edgepoint Wealth Management ("EdgePoint"), Engine Capital
("Engine"), and Blacksheep Fund Management Ltd.'s
("BlackSheep") (collectively the "Activist
Shareholders"). Today's decision is a notable win for the
Company in the costly and distracting campaign being waged against
the Company for several months.
The Company has made multiple efforts to negotiate in good faith
with the Activist Shareholders, including offering them two
additional board seats as part of a reasonable and balanced
solution. Despite Dye & Durham's willingness to engage
constructively, the Activist Shareholders have consistently refused
to reciprocate, choosing instead to pursue their common agenda in
ways that disregard the best interests of the Company and its
stakeholders. The Company believes that the Activist Shareholders'
relentless thirst for control, without offering any premium or fair
compensation for other shareholders, reveals a blatant disregard
for the true value of the Company.
The previously announced special meeting of shareholders
requisitioned by Engine had been postponed because of an interim
Court order given on July 17, 2024,
related to OneMove's baseless litigation. The Company will now
consider when to hold the next meeting of shareholders.
Advisors
Dye & Durham has retained Goldman Sachs, as its strategic
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 premiere 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