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Highlights That The Board Is Wasting Shareholders’ Resources In Its Baseless Attempt To Make Engine Director Appointments Invalid
Asserts Board’s Efforts to Use Regulatory Interventions to Only Conserve Powers Emphasizes Urgent Need for Fundamental Change at Next Year’s Meeting
NEW YORK — Engine Capital LP (and its affiliates, “Engine” or “we”), owns approximately 7.1% of the issued and outstanding common shares of Dye & Durham Limited (TSX: DND) (“Dye & Durham ” or the “Company”), today issued the following statement regarding recent efforts by the Board of Directors (“Board”) to stabilize and oust shareholders, including raising unreasonable concerns about Engine’s director appointment notice as a precedent that may invalidate the appointment. :
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“Chairman Colleen Moorehead and her Board’s actions show that they will go to great lengths to maintain power and prevent shareholders from having their voices heard. After following a shareholder meeting requested to renew the Board for more than eight months, Engine received a letter from the Company’s attorney late Friday raising unfounded concerns about the notice of director nomination for the upcoming Annual Meeting and seeking unnecessary additional information.1 Dye & Durham continues to falsely claim that Engine is part of a group of shareholders – a false assertion that Ms Moorehead and CEO Matt Proud have been making for months now.
Despite these apparent manipulation efforts, Engine intends to comply with requests for information and urges the Board to immediately establish its professionalism and commit to giving shareholders the opportunity to vote on our world-class slate at the December Annual Meeting. If the Board invalidates our nomination, Engine will be forced to take legal action against the Company, which could waste additional shareholders’ money and potentially delay the Annual Meeting. We suspect that this is the ultimate goal of Ms. Moorehead and Mr. Proud and we can not approve this example of equipping business equipment.
This latest defense tactic follows the Board’s attempts to use the Competition Bureau’s investigation into Dye & Durham to convince the Court that the current management and the Board should remain in charge. Ironically, Mr. Proud and mismanaged by the Board – as evidenced by the surprising admission in the Court documents that eight out of 11 direct reports of Mr. the starting point. Under the direction of the Board, almost the entire senior management team reporting to Mr. Proud has gone out of business, Canadian regulators have launched an investigation, two deals in the UK and Australia have been blocked by regulators, shareholder feedback has been ignored for years and customers have been ignored. it gets worse and worse.
Finally, given the history of Ms. Moorehead of self-preservation tactics, we caution the Board against using other tactics before the upcoming shareholder vote, including self-kissing. The Company’s directors should not be handpicking their successors given their history of poor performance and anti-shareholder management. Shareholders have the right to elect a new Board composed of independent and experienced directors whose sole focus will be creating long-term shareholder value.”
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As a reminder, Engine wants to reconstitute the Dye & Durham Board with six highly qualified director candidates – Arnaud Ajdler, Hans T. Gieskes, Tracey E. Keates, Ritu Khanna, Anthony P. Kinnear and Sid Singh – at the Company’s 2024 Annual Meeting of Stockholders scheduled for December 17, 2024 .
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Information in Support of Exemption from Public Broadcasting under Canadian Law
The information contained in this press release is not intended and is not intended to constitute solicitation of a representative within the meaning of applicable corporate and securities laws. Shareholders of the Company are not currently being asked to use a proxy in favor of the director nominees of Engine or in relation to any other matter to be acted on at the Annual Meeting. In connection with the Annual Meeting, Engine intends to file a counter-information circular in a timely manner in accordance with applicable corporate and securities laws. Notwithstanding the foregoing, Engine has voluntarily provided, or incorporated by reference, into this press release the disclosures required under section 9.2(4) of NI 51-102 – Continuous Disclosure Obligations (“NI 51-102”) and file a document (“Document”) containing the disclosures prescribed by applicable corporate law and the disclosures required under section 9.2(6) of NI 51-102 regarding Engine director nominees, in accordance with the corporate and securities laws applicable to public broadcasting requests . The document is hereby incorporated by reference into this press release and is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The registered office of the Company is 25 York Street, Suite 1100 Toronto, Ontario M5J 2V5.
None of the Engine, or any other “dissenters” within the definition of Ont. Reg. 62 of Business Companies Law (Ontario) and any partner, officer, director and controlling person of those “objectors” (collectively, the “Engine Group”) requests that the shareholders of the Company send a proxy at this time. Once the formal solicitation of proxies in connection with the Annual Meeting has commenced, proxies may be revoked in accordance with subsection 110(4) of the Constitution. Business Companies Law (Ontario) by the registered holder of the Company’s shares: (a) by completing and signing a duly dated proxy and returning it in accordance with the instructions contained in the accompanying proxy form; (b) by submitting a written instrument signed by the shareholder or an authorized representative of the document signed in writing or by electronic signature; (c) by transmission by telephone or electronic means of the cancellation signed by an electronic signature in accordance with the applicable law, as may be the case: (i) at the registered office of the Company at any time up to and including the last business. the day before the date of the Annual Meeting or any adjournment or postponement of the Annual Meeting, or (ii) the chairman of the Annual Meeting on the day of the Annual Meeting or any adjournment or postponement of the Annual Meeting; or (d) in any other manner permitted by law. In addition, proxies may be revoked by a non-registered holder of the Company’s shares at any time by written notice to the intermediary in accordance with instructions given to the non-registered holder by its intermediary.
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The costs incurred in the preparation and mailing of any circular letter or proxy solicitation by Engine and any other participants mentioned herein shall be borne directly and indirectly by Engine Group. However, to the extent permitted under applicable law, Engine Group intends to seek reimbursement from the Company for all expenses incurred in connection with the solicitation of proxies for the election of Nominees at the Annual Meeting.
This press release and any request made by Engine is, or will be, made, as the case may be, by such persons, and not by or on behalf of the management of the Company. Attorneys may be solicited by proxy circular, mail, telephone, e-mail or other electronic means, as well as newspaper or other media advertisements and in person by managers, directors, officers and employees of Engine who will not be directly compensated therefor. In addition, Engine may solicit proxies by means of public broadcasting, including press releases, speeches or publications or any other means permitted under applicable Canadian laws, and may use the services of one or more agents and authorize other persons to assist it in soliciting proxies. proxy. on their behalf.
Engine Capital LP has entered into an agreement with Morrow Sodali (Canada) Ltd. (“Sodali”) for solicitation and advisory services regarding the solicitation of proxies for the Annual Meeting, for which Sodali will receive a fee not exceeding US$175,000. , and reimbursement of reasonable and out-of-pocket expenses, and will be reimbursed for certain debts and expenses, including certain liabilities under the securities laws.
No member of the Engine Group or any of its affiliates or partners has had any material interest, direct or indirect, in any transaction since the beginning of the last financial year of the Company or in any proposed transaction that has significantly affected or will have or will have a significant effect on the Company or any of the Company’s subsidiaries . No member of Engine Group or any of its affiliates or partners has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Annual Meeting, other than the election of directors. .
Forward-Looking Information Disclaimer
The statements contained herein that are not historical facts include “forward-looking statements” and “forward-looking information” (collectively, “forward-looking statements”) within the meaning of applicable securities laws that reflect Engine’s current expectations, assumptions, and estimates of future events, performance and economic conditions. Such forward-looking statements are subject to the safe harbor provisions of applicable securities laws. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements and there is no assurance that the Company’s securities will trade at the prices that may be stated herein, nor can you be sure that any opinion or assumption herein is, or will be, proven to be correct. Words and phrases such as “expect,” “believe,” “create,” “drive,” “anticipate,” “forecast,” “future,” “growth,” “aim,” “hope,” “opportunity,” “plan ,” “confidence,” “return,” “reduce,” “probability,” “suggestion,” “open,” “look up,” “will,” “would,” and similar words and phrases are intended to point forward- looking statements. These forward-looking statements may include, but are not limited to: Dye & Durham’s financial expectations; expected changes in Dye & Durham’s debt levels; the outcome of the Annual Meeting; and anticipated EBITDA ; and achieving organic growth, free revenue generation and dilution. Such forward-looking statements are not guarantees of future performance or actual results, and readers should not place undue reliance on any forward-looking statement as actual results may differ materially and adversely from the forward-looking statements. All forward-looking statements contained herein are made only as of the date hereof, and Engine disclaims any intention or obligation to revise or update any forward-looking statements to reflect events or circumstances that occur later, or of which Engine subsequently becomes aware, except as required by applicable law.
About Engine Capital
Engine Capital LP is a value-focused special situations fund that actively and passively invests in transformational companies.
1 Engine requested a special meeting on March 10, 2024, which was later canceled by the Company.
View the source version on businesswire.com: https://www.businesswire.com/news/home/20241111334086/en/
Contacts
For investors:
Engine Capital LP
212-321-0048
info@enginecap.com
To the press:
Longacre Square Partners
Charlotte Kiaie / Bela Kirpalani, 646-386-0091
engine-DND@longacresquare.com
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