Source: GlobeNewswire (MIL-OSI)
Nearly $1 Billion in Shareholder Value Destroyed Under Engine Led Board Since December 2024
Governance Failures: Four CEOs and Two CFOs in Six Months, an Entrenched Board Ignoring Credible Bids, Insiders Granted ~5% of the Company in Egregious $10 Stock Options, and Investors Actively Directing Management
If the Current Board and its Misguided Strategy Remain in Place, Shareholders Risk Further Losses – It is Time to Immediately Initiate a Sale Process and Unlock a Change of Control Premium for Shareholders
Today, a Financial Services Sale for ~$590 million or ~11x EBITDA Still Leaves Leverage at ~4.5x, with No Path to Sub-3x Until 2031
ST. HELIER, Jersey, July 07, 2025 (GLOBE NEWSWIRE) — Plantro Ltd. (“Plantro” or the “Concerned Shareholder”) one of the largest shareholders of Dye & Durham Limited (“Dye & Durham” or the “Company”) (DND: TSX) which owns approximately 11% of the Company, today announced that it has requisitioned a special meeting of Dye & Durham shareholders (the “Special Meeting”) and nominated three highly qualified individuals for the Company’s board of directors (the “Board”): Brian J. Bidulka, David Danziger, and Martha Vallance. The requisition also calls for the removal of Board Chair Arnaud Ajdler, and directors Tracey E. Keates, and Ritu Khanna, from the Board.
The value destruction at Dye & Durham since December of 2024 has reached crisis proportions and threatens the Company’s future. The current Board, steered by Engine Capital (“Engine”), EdgePoint Wealth Management Inc. (“EdgePoint”) and OneMove Capital Ltd. (“OneMove”) (together, the “Engine Activist Group”) has presided over the destruction of nearly $1 billion in shareholder value.
The Engine Activist Group and the Board have pursued a misguided and haphazard strategy of customer price cuts and overspending. This has led to sharp declines in Adjusted EBITDA, cash flow, and rising debt, as evidenced by the Company’s recent quarterly results and a new debt covenant being imposed. As global real estate markets recently weakened, the Board doubled down on its strategy instead of adjusting course. This has caused a liquidity crisis, forcing the Company to aggressively draw on its revolving credit facility to make its April 2025 interest payment. With no clear or credible plan in place, leverage is expected to approach 6.0x Adjusted EBITDA by September 30, 20251.
Remaining public is no longer a viable option. If the current Board remains unchanged, the Company will continue down the same failed path, resulting in further shareholder losses. A full sale of the Company is the only way to realize a control premium for current shareholders and restore stability in the business.
Unfortunately, the current Board and the Engine Activist Group have fought for the past nine months against the sale of the Company or even presenting an offer to shareholders to consider. Before taking control, the Engine Activist Group publicly rejected multiple all-cash offers obtained by the prior board of approximately $25 per share. After the 2024 annual general meeting, as the stock declined significantly, Plantro submitted an offer to acquire the Company for $20 a share in February 2025. This offer was similarly rejected, and Plantro was threatened with litigation for privately submitting it. Furthermore, in April 2025, according to media reports, the Board refused to engage with Advent International, a credible well-funded buyer, who formally submitted offers of approximately $20 per share. The Board has also continued to deny basic due diligence access, actively undermining the possibility of negotiating higher bids.
As outlined below, and in a presentation available at www.SellDnD.com, a sale of Dye & Durham is the only viable risk-adjusted path, free from execution risk, remaining for shareholders to preserve and maximize their value. Plantro invites its fellow shareholders to join in the push for urgent change. If elected, the Plantro nominees intend to immediately pursue a well-governed and thoughtful process to sell the Company without delay TO THE BUYER WILLING TO PAY THE HIGHEST PRICE.
Stopgap Solutions Won’t Protect Shareholders: Dye & Durham Cannot Afford to Wait Any Longer and the Company Should Be Sold.
The Engine Activist Group will try to sell you a half-baked plan — an asset sale and a plea for more time; but they are wrong. Just months ago, a sale of the Financial Services business may have been a viable path to reduce leverage, however, their misguided strategy and poor execution has damaged the business to the point where a sale of the Financial Services business would do little to reduce debt. Even if the Company sells additional assets, there are no realistic paths to reduce leverage below 4.0x any time soon.
The Engine Activist Group and Engine-led Board have no plan to deliver anywhere near a $20 per share price on a risk- or time-adjusted basis. All they will do is sell you vague and hypothetical outcomes. Shareholders need to immediately realize a sale of the entire Company for the large control premium available for the following reasons:
- It is Too Risky Not to Sell: A misguided and haphazard strategy, coupled with poor execution has led to significantly declining financial performance and excessive borrowing over the last six months. This has resulted in a new 5.8x debt covenant being imposed on the business, which sell-side analysts estimate the Company will be precariously close to breaching in the coming quarters2, putting shareholder equity at real risk of further erosion.
- Divesting Financial Services Doesn’t Solve the Problem: Today, a sale of the Financial Services business at ~11x Adjusted EBITDA still leaves leverage at ~4.5x, with no path to sub-3x until 20313. Further, speculative claims of multiple expansion following a sale of the Financial Services business are unfounded as the Company will be a smaller, declining business, with leverage too high for public market investors to tolerate.
- Generous Assumptions Point to a Lower Share Price: Waiting is not an option. Assuming the Company maintains its current 7.9x trading multiple the implied share price in Q3 FY2026 will be between $4.77 and $7.444, with the low-end of the range assuming the Company misses revenue estimates by only 5%.
- There Are Still Credible Interested Buyers at the Table Right Now: Given the current negative trajectory, shareholders should pursue a full sale to capture an attractive all-cash change-of-control premium. Credible private equity buyers with the right expertise, risk appetite, and who bring the appropriate capital structure, are interested in acquiring the Company right now.
The Engine Activist Group Has Usurped the Board and Now Dye & Durham is Not Suited to Operate as a Public Company.
A revolving door of executives has destabilized the business and eradicated irreplaceable institutional memory at the worst possible time. The Company is now on its fourth CEO in six months, and its second CFO. Numerous other executives and employees at all levels have left or been terminated, with employee turnover now reportedly reaching 25%, compared to low single digits previously, creating paralysis and leaving the business rudderless. Retaining even a portion of this critical institutional knowledge would have informed better decision making and helped avoid multiple strategic blunders.
In what appears to be an act of desperation, the Board delegated the recruitment of a new CEO and CFO to the principal of OneMove and a representative of EdgePoint, and in doing so appointed an unproven first-time CEO, with no public company or capital allocation experience, and a new CFO. They then granted the pair nearly 5% of the Company in options priced at just $10 per share. The pair stand to pocket over $30 million simply for getting shareholders back to where they were in December 2024.
Plantro understands there is also ongoing infighting at the Board level that has a created a situation where management cannot operate effectively, and established governance structures are breaking down. Plantro has learned the Company was recently forced to engage an independent third party mediator to help navigate basic internal operations as a result of repeated shareholder-level interference with management. This kind of shareholder “skip-level” behaviour, where investors directly bypass a board of directors and provide instruction directly to management, is confusing and creates potential for further executive attrition. It is also virtually unheard of in a public company and raises serious concerns about accountability and proper oversight.
Plantro’s Highly Qualified Nominees Are Committed to Leading a Process to Sell Dye & Durham.
The Plantro nominees collectively bring experience in M&A, capital allocation, operations, technology, governance, public and private board service, and direct senior experience at Dye & Durham (which is necessary given excessive executive turnover under the Engine Activist Group). Together they have the right mix of skills, experience, expertise, and shareholder-centric perspective to stabilize Dye & Durham, and immediately commence a well-governed and thoughtful process to sell the Company for the highest price possible.
Each of Plantro’s highly qualified individuals is independent of Plantro and each other, and will act as true fiduciaries with a mandate to preserve and maximize shareholder value:
- Brian J. Bidulka, CPA, CA, is a corporate director and chartered accountant with extensive experience in technology, finance, and business analytics. Brian is the former Chief Financial Officer of Research in Motion. He has also served in senior executive roles at major Canadian companies including Porter Airlines, Postmedia, George Weston Limited, and Molson Coors. Currently, he is a member of the board at Andrew Peller Limited, and is also a board member and treasurer of Canada Basketball.
- David Danziger, CPA, CA, is an experienced finance leader and corporate director with an extensive background in audit, accounting, and management consulting. Previously, he was the Senior Vice President, Assurance, and the National Leader of Public Companies at MNP LLP, Canada’s fifth largest accounting firm. David continues to serve as a Senior Advisor for MNP LLP working on special projects and supporting the Public Company Audit Team nationally. David has served as a director for a range of technology, mining, and life sciences companies listed on the TSX, TSXV, CSE, and NYSE.
- Martha Vallance is a corporate director with significant experience in M&A, capital markets and technology. Most recently, Martha was the Chief Operating Officer of Dye & Durham after previously establishing and leading the company’s Corporate Development function and has deep knowledge of the company’s strategy and operations. Prior to this, Martha spent over 12 years in Investment & Corporate Banking at BMO Capital Markets, most recently holding a series of senior roles within both the Mergers & Acquisitions and Equity Capital Markets teams. In addition, Martha served as a Director on the Board of TSX-listed TMAC Resources and was also a member of the Special Committee during the sale of the company which concluded in January 2021.
Plantro proposes that shareholders support incumbent directors Hans T. Gieskes, the recently deposed independent chairman of the Board, Anthony P. Kinnear, Sid Singh, and Eric Shahinian to maintain continuity on the Board. Both Gieskes and Singh served as interim CEOs of the Company, and collectively, these individuals have relevant C-Suite, public company, and capital markets experience at other companies.
Plantro remains supportive of management and believes stability is required to execute a successful sales process and restore value to shareholders.
Shareholders Need to Make their Voices Heard
There is no debate – Dye & Durham does not have a viable long-term path as a public company and must be sold. The Board and management will claim they need more time, but the status quo for shareholders is simply intolerable. While the business drifts and headwinds build, the risks to Dye & Durham and its shareholders continue to accumulate. The time for decisive action has arrived.
Plantro has heard from many shareholders who share its contention that the Company must run a formal sale process to preserve and maximize shareholder value. Now is the time to speak up. It is imperative that shareholders communicate their views directly to the Board and urge them to call and hold the Special Meeting without delay so the Company can be sold. Alternatively, the Board can spare shareholders the cost and distraction of a proxy contest, appoint the Plantro nominees to the Board, and commence a formal sale process immediately.
Please visit www.SellDnd.com to view Plantro’s presentation to fellow shareholders and other important materials.
Other Information Concerning the Plantro Nominees
To the knowledge of Plantro, no Plantro nominee is, at the date hereof, or has been, within ten (10) years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company that (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than thirty (30) consecutive days (each, an “order”), in each case that was issued while the Plantro nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the Plantro nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) a director or executive officer of any company that, while such Plantro nominee was acting in that capacity, or within one (1) year of such Plantro nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) someone who became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Plantro nominee.
To the knowledge of Plantro, as at the date hereof, no Plantro nominee has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Plantro nominee.
To the knowledge of Plantro, none of the directors or officers of Plantro, or any associates or affiliates of the foregoing, or any of the Plantro nominees or their respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or will materially affect the Company or any of its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Special Meeting, other than the re-constitution of the Board.
Plantro beneficially owns and controls 7,374,510 common shares representing approximately 11% of the outstanding shares of the Company. Martha Vallance beneficially owns and controls 38,600 common shares, representing approximately 0.06% of the outstanding shares of the Company. She also holds options to acquire an additional 425,433 common shares. Assuming full exercise of these options, she would beneficially own and control 464,033 common shares, representing approximately 0.69% of the then-outstanding shares of the Company, on a partially diluted basis. While the other Concerned Shareholder Nominees may purchase shares in the future, not of the other Concerned Shareholder Nominees currently hold any units of the Company.
Additional Information
The information contained in this news release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable corporate and securities laws. Although Plantro has requisitioned the Special Meeting, there is currently no record or meeting date and shareholders are not being asked at this time to execute a proxy in favour of the Plantro nominees or any other matter to be acted upon at the Special Meeting. In connection with the Special Meeting, Plantro may file a dissident information circular (the “Information Circular”) in due course in compliance with applicable corporate and securities laws.
Notwithstanding the foregoing, Plantro is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) and has filed this news release containing disclosure prescribed by applicable corporate law and disclosure required under section 9.2(6) of NI 51-102 in respect of Engine’s director nominees, in accordance with corporate and securities laws applicable to public broadcast solicitations. This news release is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
This news release and any solicitation made by Plantro in advance of the Special Meeting is, or will be, as applicable, made by Plantro and not by or on behalf of the management of the Company. All costs incurred for any solicitation will be borne by Plantro, provided that, subject to applicable law, Plantro may seek reimbursement from the Company of Plantro’s out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Board.
Plantro is not soliciting proxies in connection with the Special Meeting at this time, and shareholders are not being asked at this time to execute proxies in favour of the Plantro nominees (in respect of the Special Meeting) or any matter to be acted upon at the Special Meeting. Proxies may be solicited by Plantro pursuant to an Information Circular sent to shareholders after which solicitations may be made by or on behalf of Plantro, by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of Plantro, who will not be specifically remunerated therefor. Plantro may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable corporate and securities laws. Plantro may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of Plantro.
Plantro has retained Morrow Sodali (Canada) Ltd. (“Sodali”) as its proxy advisor to assist Plantro in soliciting shareholders should Plantro commence a formal solicitation of proxies, for which Sodali will receive a fee not to exceed $200,000 plus a per call fee and certain success fees, together with reimbursement for reasonable and out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under securities laws. Sodali’s responsibilities will principally include advising Plantro on governance best practices, where applicable, liaising with proxy advisory firms, developing and implementing shareholder engagement strategies, and advising with respect to meeting and proxy protocol.
Plantro is not requesting that Dye & Durham shareholders submit a proxy at this time. Once Plantro has commenced a formal solicitation of proxies in connection with the Special Meeting, proxies may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law (including subsection 110(4) of the Business Corporations Act (Ontario)). None of Plantro or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, (i) in any transaction since the beginning of Dye & Durham’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Dye & Durham or any of its subsidiaries; or (ii) by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Special Meeting, other than the election of directors to the Board.
Dye & Durham’s principal office address is 25 York St., Suite 1100, Toronto, Ontario, M5J 2V5. A copy of this news release may be obtained on Dye & Durham’s SEDAR profile at www.sedar.com.
Disclaimer for Forward-Looking Information
Certain information in this news release may constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking statements and information generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “plans,” “continue,” or similar expressions suggesting future outcomes or events. Forward-looking information in this news release may include, but is not limited to, statements of Plantro regarding (i) how Plantro intends to exercise its legal rights as a shareholder of the Company, and (ii) its plans to make changes at the Board of the Company.
Although Plantro believes that the expectations reflected in any such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, the risks that (i) the Company may use tactics to thwart the rights of Plantro as a shareholder and (ii) the actions being proposed and the changes being demanded by Plantro, may not take place for any reason whatsoever. Except as required by law, Plantro does not intend to update these forward-looking statements.
About Plantro
Plantro is a privately held company, with an established track record of making successful investments in undervalued and high quality legal, financial, and information services businesses.
Media Contact
Gagnier Communications
Riyaz Lalani / Dan Gagnier
Plantro@gagnierfc.com
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1Source: CapIQ: based off of analyst consensus adjusted EBITDA estimates and Plantro’s calculations which are available within the investor presentation on www.SellDnD.com
2The Company’s Consolidated First Lien Net Leverage Ratio will be materially higher in two quarters from now when it loses the ability to offset $185 million in restricted cash it holds to repay its 2026 convertible debentures, against its senior debt. Based on sell-side consensus estimates, the Company will be much closer to breaching its Consolidated First Lien Net Leverage Ratio covenant, should it remain in place.
3Assumes 0.5% annual Adjusted EBITDA growth after the sale of financial services based off trailing 9-month results as at Q3 FY25; Further details on Plantro’s assumptions and calculations are available within the investor presentation on www.SellDnD.com
4Future share price applies current EV / LTM EBITDA multiple to LTM EBITDA ending March 31, 2026 based on research consensus estimates and adjusting for net debt forecasted as at March 31, 2026 with cash flow assumptions as further detailed in the presentation available at www.SellDnD.com.
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