Dye & Durham Responds to Engine Capital's Latest Disingenuous Attacks

• Engine's attempt to takeover the Company without paying shareholders a premium is failing
• Engine demands the Board abandon its duties to shareholders to serve its narrow agenda
• Board and management team remain focused on execution and continue to deliver results for all stakeholders

TORONTO, Oct. 24, 2024 /CNW/ - Dye & Durham Limited (the "Company" or "Dye & Durham") (TSX: DND), today responded to Engine Capital LP's (together with its affiliates "Engine") latest disingenuous attacks against the Company and its board of directors (the "Board").

The Company intended to avoid further public exchanges with Engine and its manager Arnaud Ajdler, however, its misleading statements require the Company to set the record straight.

The Company, at the request of the market regulator, CIRO, responded to a media report that it is exploring a sale after receiving takeover interest. The Company confirmed that it expanded the scope of its previously commenced strategic review process. While the process progresses, the Board and management team continue to execute on the Company's standalone strategy.

Mr. Ajdler's aggressive reaction is a clear acknowledgment that Engine's attempt to gain control of the Company without paying shareholders a premium is failing. Engine essentially demanded that the Board abandon its fiduciary duties and not consider potential value maximizing alternatives. As Engine knows, no board of directors, acting as responsible shareholder representatives, would acquiesce to these demands.

The Board continues to engage with shareholders about the business and continues to be responsive to their views. Over the past year, the Company has been rapidly progressing its business transition to a SaaS model while taking decisive action to reduce its total net debt and borrowing costs. In addition, the Board entered into a cooperation agreement with a shareholder to further refresh the Board, in addition to the substantial refreshment that has occurred since the 2023 annual meeting of shareholders.

Dye & Durham's Board and management team have repeatedly demonstrated that they are acting in the best interests of all stakeholders. It is long past time for Engine to end its ego-driven, distracting and costly campaign – for the sake of all stakeholders.

The Company intends to file its management information circular in the coming weeks in connection with the upcoming 2024 annual meeting of Dye & Durham shareholders. The Board looks forward to presenting its track record and plan to continue driving value; the Board and management team's history of constructive engagement with shareholders; and the seven highly qualified director nominees that the Board believes bring the right mix of skills, expertise and experience to act as engaged fiduciaries on behalf of all 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