OneMove to Nominate Five Directors to Bring Stability to Dye & Durham and Reverse Engine Capital's Value Destruction

The most recent news, issued on November 21, 2025, announces that OneMove Capital Ltd., led by company co-founder Tyler Proud, intends to nominate five new directors at Dye & Durham's upcoming Annual General Meeting on December 31, 2025. This action initiates a formal proxy contest to replace a significant portion of the current board.

OneMove Capital states the move is necessary to "bring stability" and reverse "value destruction" allegedly caused by the current board, which it describes as being led by activist investor Engine Capital. The release makes severe allegations, including that the current board has presided over a 90% share price decline, a $1.2 billion loss in shareholder value, a 25% decline in EBITDA, a default on debt, late financial statements, high executive turnover, and a stalled strategic review process.

This news followed two other releases on the same day: a trading halt, and a confirmation from Dye & Durham that it had received an unsolicited, non-binding acquisition proposal from Plantro Ltd., an entity associated with another co-founder, Matthew Proud.

The initiation of a formal proxy battle is a materially negative event that represents the culmination of months of escalating corporate turmoil. It signals a complete breakdown of trust between a significant shareholder bloc, which includes multiple co-founders, and the current board of directors.

The allegations made by OneMove Capital are severe, but they are largely substantiated by the company's own news flow over the preceding two months: - Late Financials & Debt Issues: The company is under a Management Cease Trade Order (MCTO) since October 1 for failing to file its audited annual financials. It required a credit agreement waiver in late September to avoid a default related to this late filing. It also had to refile its Annual Information Form due to errors. - Value Destruction: The stock price has collapsed from over $18 to under $3 in the past year, aligning with the 90% decline claim. Preliminary unaudited results released on November 12 showed significant net losses for both fiscal 2025 and Q1 fiscal 2026. - Stalled Strategic Review: The company's financial advisor, CIBC Capital Markets, withdrew its services in late October, a highly unusual and negative development for a company in the middle of a strategic review and fending off takeover interest.

This proxy fight ensures that management and the board will be further distracted from addressing the fundamental operational and financial crises facing the company. The battle for control between the co-founder faction (Proud brothers, Ronnie Wahi) and the Engine Capital-backed board creates extreme uncertainty for all stakeholders, including customers, employees, and creditors. For a risk-averse investor, this level of infighting and instability makes the company un-investable, as the path forward is entirely obscured by the conflict. While the associated acquisition proposal from Plantro Ltd. offers a potential outcome, the proxy battle complicates and could derail any orderly process.

Dye & Durham is a provider of cloud-based software and technology solutions designed for legal firms, financial service institutions, and government organizations. Its products are embedded in customer workflows for real estate and commercial transactions, corporate law, and litigation. Historically, the company's strategy was centered around aggressive M&A, rolling up numerous smaller tech providers. The current operational focus, as stated in prior communications, has shifted to organic growth, customer retention, and debt reduction amidst significant financial and governance challenges.