Dye & Durham Provides Update on TM Group Disposition
- Engaging with multiple bidders in effort to sell TM Group to third party via auction
- Sale to third party remains Company's strong preference
- Also exploring potential AIM admission and related spin out of TM Group as alternative path to maximizing shareholder value
- Company believes preserving optionality is in best interest of Company and shareholders
TORONTO, March 27, 2023 /CNW/ - Dye & Durham Limited (TSX: DND) ("Dye & Durham" or the "Company"), one of the world's largest providers of cloud-based legal practice management software designed to make managing a law firm, organizing cases, and collaborating with clients easy, today provided an update in respect of its mandated disposition (the "disposition") of TM Group (UK) Limited ("TM Group").
As previously disclosed, Dye & Durham has undertaken to the United Kingdom's Competition and Markets Authority (the "CMA") to dispose of TM Group (the "undertaking"). The Company has engaged Raymond James Financial International Limited and INFOR Financial Inc. to act as financial advisors in respect of a sale of TM Group. The sale of TM Group to a third party remains Dye & Durham's first and preferred option for satisfying the CMA undertaking, and the Company has engaged with multiple bidders as part of an auction process.
As an alternative option, finnCap Ltd. has been engaged as nominated advisor with respect to a potential admission of TM Group to AIM, a market operated by the London Stock Exchange plc. In order to effect an AIM admission, Dye & Durham would first effect a spin-out of TM Group to its shareholders and then seek admission of TM Group to AIM market.
The Company believes having two options to the disposition process is prudent, responsible and helps ensure the disposition generates maximum shareholder value. Both the sale and the admission to AIM processes are subject to CMA approval, among other conditions. The Company intends to continue to work collaboratively with the CMA and all other relevant stakeholders. In connection with the admission to AIM process, Dye & Durham will enter into an arrangement agreement (the "arrangement agreement") with its wholly-owned subsidiary, Dye & Durham Callisto plc ("TM Group Holdings").
The arrangement agreement governs a plan of arrangement pursuant to which, if effective, Dye & Durham would effect a spin-out of TM Group, through a distribution of the shares of TM Group Holdings to the Company's shareholders. Following the spin-out, TM Group will be a wholly-owned subsidiary of TM Group Holdings, which, following its admission to AIM, will be a standalone AIM-admitted public company in the United Kingdom and a reporting issuer in certain jurisdictions in Canada (the "arrangement"). Dye & Durham currently intends to call a special meeting of its shareholders (the "meeting"), to be held in May 2023, to seek approval for the arrangement. The arrangement is subject to the approval of the CMA, the Ontario Superior Court of Justice (the "Court"), the Company's shareholders and Toronto Stock Exchange.
The Company expects to apply for an interim order from the Court in respect of the arrangement, which hearing is expected to be held on March 31, 2023. Further details regarding the arrangement will be contained in a management information circular (the "Circular") of the Company to be mailed to its shareholders in connection with the meeting.
Dye & Durham will make a determination to proceed with either the sale process or the AIM-admission process, or neither, in advance of the deadline set out in the undertaking to effect the disposition. The Company currently intends not to disclose developments with respect to either of the sale process or the AIM-admission process unless and until the decision has been made in respect of the disposition, or the Company otherwise determines that disclosure is necessary or appropriate.
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
This press release may contain forward-looking information within the meaning of applicable securities laws, which reflects the Company's current expectations regarding future events, including statements relating to the divestment of TM Group and the expected timing related thereto; the expected benefits of the divestment of TM Group; the anticipated effects of the AIM-admission. 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, including, but not limited to: that Dye & Durham will be able to successfully complete either the sale process or the AIM-admission; the anticipated approval of the arrangement by shareholders and the court; the anticipated receipt of any required regulatory approvals and consents (including the final approval of the CMA and TSX); the expectation that each of Dye & Durham and TM Group Holdings will comply with the terms and conditions of the arrangement agreement; that the AIM-admission will occur following completion of the arrangement; the expectation that no event, change or other circumstance will occur that could give rise to the termination of the sale process or the AIM-admission; that the AIM will admit TM Group Holdings; that no unforeseen changes in the legislative and operating framework for the respective businesses of Dye & Durham and TM Group will occur; that each company will meet its future objectives and priorities; that each company will have access to adequate capital to fund its future projects and plans; that each company's future projects and plans will proceed as anticipated; as well as assumptions concerning general economic and industry growth rates, commodity prices, currency exchange and interest rates and competitive intensity. Forward-looking information is also subject to a number of risks and uncertainties, many of which are beyond the Company'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, including the risk that the Company is unable to complete a sale or AIM-admission of TM Group and is required to write down its investment in TM Group or otherwise sell it at a loss. Such risks and uncertainties include, but are not limited to, the risk discussed under "Risk Factors" in the Company's most recent annual information form, those set out in its most recent management discussion and analysis, and those to be set out in the Circular. 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
Media Relations: Morgan McLellan, VP, Global Communications, [email protected], 647-802-4825; Investor Relations: Ross Marshall, LodeRock Advisors Inc., [email protected], 416-526-1563
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