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Activist investor Engine Capital has nominated a slate of directors Monday at Canadian legal software maker Dye & Durham, according to people familiar with the matter, after the company fielded takeover interest and moved to launch a sale process Engine has described as “reactionary.”
Engine, which has a roughly 7% stake in the company, plans to put forward six nominees, said the people, who requested anonymity to discuss non-public information freely. Those nominees include Engine founder Arnaud Ajdler, Shopify executive Ritu Khanna and former LexisNexis CEO Hans Gieskes.
Engine is seeking to install a fresh management team and reduce DND’s leverage should it gain control of the company’s board, said the people. Engine had already signaled in September it would seek to mount a proxy fight at the company. Dye & Durham’s annual meeting is scheduled for December 17.
Engine had initially called for a special meeting at the company earlier this year. At the time, the activist was seeking only three seats on the company’s board, according to one of the people. Dye & Durham delayed the special meeting twice to December.
Dye & Durham makes a suite of software for law firms and says it has more than 60,000 customers worldwide. Engine has contended that a sale of the company at this time would “substantially undervalue” the company. The activist manages roughly $1.26 billion and has mounted campaigns at consulting firm Aecom, freelance marketplace Upwork and energy company Parkland.
DND disclosed in October that it had fielded takeover interest and was working with its bankers at Goldman Sachs to run its strategic review and sale process. Engine has described CEO Matthew Proud’s M&A strategy as “dubious.” The company had already started a strategic review in November 2023, and has begun to sell off non-core businesses.
The interested parties include both strategic and financial buyers, Bloomberg reported. DND has described Engine’s campaign as an effort to “gain control,” a stance it reiterated in a statement Monday, and said it is operating under the assumption it will remain a standalone company.
“Engine has repeatedly levelled baseless assertions and continues to display a bewildering lack of understanding of the business,” a company spokesperson said in the statement. “Dye & Durham has substantially refreshed its Board and has a focused and aligned management team.”
