Dye & Durham Announces that it has Won the Baseless Litigation Brought by OneMove

• 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

FOR FURTHER INFORMATION, PLEASE CONTACT: Investor Relations: Huss Hirji, VP, Investor Relations, Dye & Durham Limited, Email: [email protected], Phone: [phone]