Dye & Durham faces OneMove bid to replace board

Executive Summary

• OneMove Capital Ltd., a major shareholder of Dye & Durham Ltd., has nominated five directors to replace the current board at the annual general and special meeting scheduled for December 31, 2025.
• OneMove alleges that the current Engine Capital-led board has caused significant value destruction, citing a ~90% decline in market value, loss of $1.2 billion in shareholder wealth, executive instability (four CEOs and three CFOs in one year), and failure to file timely financial statements.
• The nominated slate aims to stabilize operations, release overdue financials, halt revenue decline, and initiate a credible strategic review, contrasting with OneMove's claims that the current board has stalled such efforts and rejected premium offers.

Key Details

• Nominees: OneMove is nominating five directors: Edward Smith, David Giannetto, Allen Taylor, Tyler Proud, and Ronnie Wahi.
• Meeting Date: The election is set for the annual general and special meeting on December 31, 2025.
• Alleged Performance Issues:
  • Dye & Durham has lost close to 90% of its market value under the current board.
  • Share price decline attributed to strategic missteps, executive churn, and reckless spending.
  • Preliminary results indicate a sharp 25% drop in EBITDA in the most recent quarter.
  • Management does not expect improvement until fiscal 2027.
  • Company forced to sell strategic assets to avoid breaching debt covenants.
  • Failure to file financial statements on time has pushed the company into default.
• Strategic Review Claims: OneMove claims the board announced a strategic review in July but has taken no action, hired no financial adviser (after one quit), and rejected three separate premium offers without discussion.
• OneMove’s Proposed Plan:
  • Immediately reduce unnecessary costs added over the last 12 months.
  • Stabilize the business and release overdue financial statements to comply with debt covenants.
  • Halt revenue decline by securing/renewing high-priority customers and public sector contracts.
  • Establish an independent committee to conduct a credible strategic review once stability is restored.
• Nominee Backgrounds:
  • Edward Smith: Executive Chairman of SMTC Inc.; led turnaround from $136M to $600M revenue; sold company in 2021 for 5x shareholder return.
  • David Giannetto: Former CEO of WorkWave (grew revenue from $52M to ~$500M) and Netchex; 35+ years in software leadership.
  • Allen Taylor: President of GTD Partners; former Brookfield Asset Management executive specializing in turnarounds; serves on Tucows Inc. board.
  • Tyler Proud: CEO of OneMove Capital; co-founder/former chair of Dye & Durham; brings institutional knowledge and tech expertise.
  • Ronnie Wahi: Former CFO and founding shareholder of Dye & Durham (2014-2018); served on D&D board 2021-2024; extensive M&A and finance background.
• Next Steps: OneMove expects to file a circular in the coming weeks to communicate its case for change.

Notable Quotes

• "OneMove is calling for a full refresh of Dye & Durham's board... The directors installed by Engine Capital have presided over a year of instability, strategic missteps and a significant share price decline." — Tyler Proud, CEO of OneMove.
• "Under the Engine-led board, Dye & Durham has lost close to 90 per cent of its market value, erasing more than $1.2-billion in shareholder wealth." — OneMove Capital.
• "We have no choice but to act to protect our investment and the interests of all shareholders... Our five nominees bring the expertise and judgment required to restore order, rebuild financial discipline and ensure a credible path forward." — Tyler Proud, CEO of OneMove.