Canadian legal software maker Dye & Durham’s second biggest investor, Plantro Ltd, has launched a proxy fight to elect new directors and is pushing for a sale of the company, according to documents seen by Reuters.
Plantro Ltd, which owns 11 per cent of Dye & Durham DND-T, told the company on Monday that it nominated 3 director candidates to the 7-person board and that it requisitioned a special meeting where shareholders would vote on the nominees.
Its nominees would bring expertise in buying and selling companies, capital allocation, operations, technology and governance, Plantro said.
The company nominated industry executives Brian Bidulka, David Danziger and Martha Vallance, a former chief operating officer at Dye & Durham. It wants them to replace board chair Arnaud Ajdler and directors Tracey Keates and Ritu Khanna.
A representative for Dye & Durham did not immediately respond to a request for comment and the three directors could not be immediately reached for comment.
The investor, a company controlled by former Dye & Durham CEO Matthew Proud, previously asked Dye & Durham to stabilize its executive ranks, divest the financial services division and later this year work on selling the remaining core business.
Now Plantro is turning up the heat. Selling the financial services unit is not enough to solve the company’s problems and the share price would continue to sink if Dye & Durham remained a publicly traded company, it argued. Plantro wants a full sale immediately, arguing this is the only way to realize a control premium for shareholders and restore stability in the business.
Dye & Durham pauses sale process in face of cool reception from big shareholders
The stock has lost 42 per cent of its value since January and is worth roughly US$488-million.
Plantro said new blood is needed in the boardroom because current directors refuse to engage with potential buyers. It also said there are parties that would want to buy the company but did not identify those parties.
The company acknowledged in February it had received an unsolicited takeover bid for $20 a share but it was not engaging with the party.
Dye & Durham last year hired Goldman Sachs as a strategic adviser to review options but in November said it was pausing its review after feedback from shareholders.