- 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.
About Dye & Durham
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
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