DYE & DURHAM PROVIDES UPDATE ON REVIEW OF STRATEGIC ALTERNATIVES

• Board and Strategic Committee are committed to a fair process to maximize value for all shareholders
• Divestiture of Credas Technologies Ltd. streamlines product portfolio, strengthens balance sheet, and supports customer-first strategic reset
• Strategic Committee is reviewing an unsolicited, conditional partial cash acquisition proposal from Plantro Ltd., in which OneMove Capital Ltd. and Wahi Investments Inc. will participate by rolling over their shares
• Board adopts limited duration shareholder rights plan to protect the integrity of the strategic review process

TORONTO, Oct. 8, 2025 /CNW/ - Dye & Durham Limited ("Dye & Durham" or the "Company") (TSX: DND), a leading provider of cloud-based legal practice management software, today provided an update on its previously announced strategic review process.

In connection with the Cooperation Agreement the Company entered into with Plantro Ltd. ("Plantro") and Matthew Proud on July 29, 2025, the Company announced and commenced a review of strategic alternatives to maximize value for all shareholders. The review may include a sale of the Company, asset sales, recapitalizations, or potential mergers. Pursuant to the Cooperation Agreement, Plantro withdrew its special meeting requisition and Mr. Proud, together with Plantro, agreed to certain standstill and voting provisions. As part of that agreement, Plantro's nominee, David Danziger, was appointed to the Board and appointed Chair of a newly constituted Strategic Committee, which also includes Tracey Keates. The Strategic Committee has been actively evaluating strategic alternatives available to the Company with its advisors.

Credas Technologies Divestiture

Although preparatory work for the sales process contemplated in the Cooperation Agreement remains ongoing, the Strategic Committee has been highly active since its establishment. As part of its mandate, the Strategic Committee has overseen the Company's decision, previously announced in the Company's October 7, 2025, press release,  to enter into a definitive agreement to sell Credas Technologies Ltd. ("Credas"), a UK-based provider of identity verification and anti-money laundering solutions, to SmartSearch, an established UK provider of anti-money laundering software and a portfolio company of Triple Private Equity (the "Transaction"). The Transaction is subject to customary closing conditions, including receipt of required regulatory approvals.

Under the terms of the agreement, Dye & Durham will receive gross proceeds of ~£77.8M (or ~C$146.3M).¹ The Company intends to use all net proceeds to repay outstanding senior secured debt, advancing its deleveraging priorities and further strengthening its balance sheet. Since acquiring Credas, Dye & Durham has helped the business grow and scale, and the Transaction represents a successful realization of that investment.

Unsolicited Acquisition Proposal from Plantro Supported by OneMove and Wahi Investments

In the Cooperation Agreement, Plantro and Mr. Proud agreed to certain standstill restrictions linked to the pendency of the strategic review process. The Strategic Committee has until December 29, 2025, to commence a process seeking initial written proposals. The Strategic Committee is actively engaged in the preparatory work necessary to commence a robust sales process in accordance with that timing. The Strategic Committee has not solicited or received any proposals to acquire the Company other than the unsolicited, conditional acquisition proposal recently submitted by Plantro as described below (the "Proposal").

Plantro delivered the Proposal to the Strategic Committee on September 24, 2025. The Proposal contemplates the acquisition of all of the issued and outstanding common shares of the Company for consideration consisting of (i) $4.75 in cash per share and (ii) shares of a yet to be formed public company that is intended to house the Company's Canadian financial services business, to which the Proposal ascribes a value at $5.50 per share. The Proposal states that Plantro has received advice that there will likely be "strong demand" for the newly issued shares, which could facilitate an option for shareholders who want cash liquidity. Plantro also states that the Proposal is strongly supported by OneMove Capital Ltd. ("OneMove") and Wahi Investments Inc. ("Wahi Investments") who, together with Plantro, hold over 22% of the Company's common shares and whose principals or associates, Matthew Proud, Tyler Proud and Ronnie Wahi, are co-founders of the Company. The Proposal also states that OneMove and Wahi Investments intend to roll their holdings in the Company into the proposed transaction, meaning they would have a continuing equity stake in the privatized Company following the proposed transaction.

Consistent with its mandate, the Strategic Committee is considering all reasonably available alternatives to maximize value for shareholders and in furtherance thereof is carefully evaluating the Proposal.

While the Company previously stated that it does not intend to make any further public comment regarding the strategic review until it has been completed, the Board feels compelled to provide the foregoing update and comment on recent disclosures concerning the Company made by OneMove and Mr. Wahi in light of Plantro's claims of their support for the Proposal and intention to roll their shares.

• OneMove issued a news release on the morning of September 24, 2025, that, among other things, called for changes to the composition of the Board and stated concerns about a potential imminent default on the Company's debt – a matter that was favorably resolved just two days later by the Company's receipt of waivers under its credit agreement, as disclosed in the Company's September 26, 2025, press release. The Proposal was submitted by Plantro immediately following the close of trading on the very same day.
  
  
  
• One week later, on October 1, 2025, Mr. Wahi, the principal of Wahi Investments, issued a news release seeking to reconstitute the Board in furtherance of a sale of the entire Company. In his news release, Mr. Wahi stated that he understands that the Company continues to receive interest from qualified buyers at a significant premium to the current share price but is refusing to meaningfully engage with them, and that the Company may instead be seeking "value destructive" asset sales. Mr. Wahi's news release does not disclose his company's support for the Proposal or Wahi Investments' intention to roll its shares into the contemplated transaction, which is the only proposal received to date by the Strategic Committee.
  
  
  
• On October 6, 2025, OneMove issued a further news release that echoed the claims in Mr. Wahi's October 1, 2025, news release. OneMove stated that it understands that the Board received an offer to acquire the Company "at a substantial premium to the recent share price" and "has failed to engage with the bidder in any serious or formal way". Like Mr. Wahi's news release, OneMove does not disclose its support for the Proposal or intention to roll its shares into the contemplated transaction.

Board Adopts Limited Duration Shareholder Rights Plan

The Company also announced today that the Board, upon the unanimous recommendation of the Strategic Committee, has approved the adoption of a limited duration shareholder rights plan (the "SRP") pursuant to a shareholder rights plan agreement entered into with Computershare Investor Services Inc., as rights agent, dated October 8, 2025 (the "Effective Date").

The SRP is being adopted in furtherance of the Board's commitment to pursue an orderly strategic review process that is fair to all shareholders. In adopting the SRP, the Strategic Committee and the Board took note of the fact that Plantro, OneMove and Wahi Investments, whose principals or associates were co-founders of the Company, collectively own 22% of the common shares of the Company.

The SRP is intended to guard against a "creeping" take-over bid that could adversely impact the strategic review process and potential value maximizing transactions.  As is customary, the SRP also prevents any shareholder and its joint actors that are deemed to Beneficially Own (as defined in the SRP) 20% or more of the common shares of the Company from acquiring additional common shares other than pursuant to a "Permitted Bid" and from entering into "hard" lock-up agreements.

Pursuant to the SRP, one right will attach to each common share of the Company outstanding as of the effective time under the SRP. Subject to the terms of the SRP, in the event that rights become exercisable under the SRP, holders of the rights (other than the acquiring person and its related parties and joint actors) will be permitted to exercise their rights to purchase additional common shares of the Company at a substantial discount to the then market price of the Company's common shares. Taking up common shares pursuant to a "Permitted Bid" would not trigger the SRP.

The SRP is subject to acceptance by the Toronto Stock Exchange and will expire six months following the Effective Date unless approved by shareholders prior to that time. The limited six-month duration of the SRP is intended to provide sufficient time for the Company to substantially complete the strategic review. The SRP is similar to shareholder rights plans adopted by other Canadian public companies. 

The SRP has been adopted while the Company is subject to the management cease trade order ("MCTO") issued by the Ontario Securities Commission ("OSC") in connection with the Company's delayed annual filings, as previously announced in the Company's press release dated October 1, 2025. An undertaking was provided to the OSC in connection with the MCTO that restricts the ability of the Company to issue securities to any insider or employee of the Company while the MCTO remains in effect. The Company has provided a revised undertaking that allows the Company to adopt the SRP on the condition that no insider or employee of the Company will be permitted to exercise rights under the SRP if the SRP is triggered and the rights become exercisable while the MCTO remains in effect. The SRP includes a provision to this effect. In providing the revised undertaking to the OSC, the OSC has not endorsed the adoption of the SRP or opined on its merits or terms.

A copy of the SRP will be available under the Company's profile on the SEDAR+ website at www.sedarplus.ca. 

About Dye & Durham Limited

Dye & Durham Limited provides premier 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, Australia, and South Africa.

Additional information can be found at 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, including statements relating to (i) Dye & Durham's disposition of Credas and the expected terms, timing and closing of the Transaction, including receipt of required approvals and satisfaction of other customary closing conditions, and use of proceeds and results thereof; (ii) the Proposal, including the intention of certain shareholders to roll their holdings in the Company into the proposed transaction; (iii) the commitments of the Strategic Committee and the Board with respect to the strategic alternatives process and expected results therefrom; (iv) Board composition matters; and (v) the SRP, including its terms, and the expected benefits therefrom. 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 particular, statements regarding Dye & Durham's intention to strengthen its business offerings and refine its strategy to deliver greater value for its customers are 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 risk associated with the Company's and SmartSearch's ability to obtain the approvals that are required to consummate the Transaction and the timing of the closing of the Transaction, including the risk that the conditions to the Transaction are not satisfied on a timely basis or at all and the failure of the Transaction to close for any other reason; the risk that a consent or authorization that may be required for the Transaction is not obtained or is obtained subject to conditions that are not anticipated; unanticipated difficulties or expenditures relating to the Transaction, the response of business partners, lenders and retention as a result of the announcement and pendency of the Transaction; the diversion of management time on Transaction-related issues; the strategic alternatives process and any potential proposal (including the Proposal), including the outcome of the strategic review process, the ability to successfully enter into a transaction with a third party relating to the Company, including a potential sale, divesture of assets, recapitalization or merger transaction; the risk that the SRP may not have the expected outcomes, including the intention to provide sufficient time for the Company to substantially complete the strategic review; the risk that the SRP is not accepted by the Toronto Stock Exchange; as well as the factors discussed under "Risk Factors" in Dye & Durham's most recent annual information form. The forward-looking information is based on certain assumptions, including that none of the risks identified above materialize; that there are no unforeseen changes to economic and market conditions; and that no significant events occur outside the ordinary course of business.  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