Almost $1 billion in shareholder value destroyed since December 2024
Governance Failures: A revolving door of CEOs, director entrenchment as Board refuses to engage unsolicited bids for the business, and allegations of serious director misconduct
ST. HELIER, Jersey, June 02, 2025 (GLOBE NEWSWIRE) -- Plantro Ltd. (“Plantro”) which is one of the largest shareholders of Dye & Durham Limited (“Dye & Durham” or the “Company’’) (DND: TSX) today called on the board of directors (the “Board”) to take immediate action to address and reverse the nearly $1 billion in shareholder value destroyed over the last six months.
The Value Destruction at Dye & Durham has Reached Crisis Proportions
Prior to the Company’s December 17, 2024 annual and special meeting of shareholders (the "Annual Meeting"), members of the current Board promised shareholders a "Path to Enhanced Value Creation." Instead, since their election, the Company’s share price has collapsed by a staggering ~60%.
Shareholders were assured that the new Board would accelerate the deleveraging of the Company. Instead, the opposite has occurred. Since the current Board took control, Dye & Durham’s financial performance has materially worsened. Adjusted EBITDA has declined, as costs have increased sharply, and revenues have remained flat, reflecting a fundamental failure to control expenses or drive growth.
As a result, the Company’s debt levels have risen substantially, both in absolute terms and as a multiple of Adjusted EBITDA. With no credible plan in place to reverse this trend, the Company’s leverage is expected by sell-side analysts to increase further, with consensus estimates projecting net debt to Adjusted EBITDA reaching approximately 6.0x in less than a year from now.
Most alarming by far is the sharp deterioration in cash generation. The combination of eroding margins, stagnant revenue, and poor management of the business and its obligations is rapidly depleting the Company’s available cash. Dye & Durham was on course to generate $100 million in leveraged free cash flow in FY 2025 (with actual results of generating $46 million in the last twelve-month period at September 30, 2024). Plantro now believes based on consensus estimates that the Company will generate only $29 million over the next year.
Perhaps this isn’t surprising. After all, since December 2024, the Company has churned through multiple CEOs, and no permanent CEO has been appointed despite prior assurances that one would be named within eight weeks of the Annual Meeting. The Company is now 24 weeks post-Annual Meeting, on its second interim CEO, and stuck with a largely interim executive team. The Company is drifting, rudderless.
Escalating Governance Crisis at Dye & Durham
Plantro is further concerned by the serious governance shortcomings that have take place on this Board’s watch. Namely:
The entrenched Board refuses to engage with credible private equity buyers. Based on media reports, the Board refused to engage with credible acquisition offers of approximately $20 per share, representing more than a 100% premium to the Company’s trading price at the time. In doing so, it has denied basic due diligence access to prospective buyers, undermining the possibility of higher bids and raising serious questions about the Board’s ability to exercise its actual mandate. It is Plantro’s understanding that these credible private equity sponsors continue to approach the Board without success.
Recent events suggest a clear pattern of punitive action from the current Board against senior leaders who attempt to uphold their fiduciary duties. Plantro understands that former CEO and Chairman Hans Gieskes was abruptly dismissed shortly after recommending an independent investigation into alleged board misconduct. Plantro believes that other senior managers have also been dismissed after highlighting and uncovering board misconduct. Plantro is increasingly alarmed that the Board may now be pursuing retaliatory measures against the CFO, following a formal complaint regarding an allegation of serious misconduct by certain directors.
There are credible media reports that the Company approved multimillion-dollar cash payments to Engine Capital and OneMove Capital. These payments were not separately itemized in the Company’s financials and instead were characterized with other proxy contest expenses. Shareholders have no assurance over the veracity of the expenses claimed by Engine, OneMove and potentially others, nor the quantum, nor have these payments delivered any discernible benefit to the Company. Rather, they appear to be self-serving cash extractions—executed even as the Company lacked sufficient liquidity to meet interest payments on its debt.
Plantro Demands Immediate Action
Shareholder losses since this Board took over now total nearly $1 billion. This is unsustainable and untenable for any business, but especially for Dye & Durham, given the precarious financial position and governance challenges created by the current Board.
The Board must take the following actions to restore value for shareholders:
Sell the Financial Services business to reduce the Company’s indebtedness. Divesting this asset represents a significant and immediate leaver in Dye & Durham’s efforts to reduce its growing debt load.
A full sale of the remaining Company. With a strengthened balance sheet, Dye & Durham would attract a valuation that would likely be greater than the current, approximately $20 per share offers from credible private equity buyers, unlocking material value upside for all shareholders.
A thorough and comprehensive investigation of Board conduct since the December 2024 Annual Meeting.
Plantro has provided notice to the Board that it has exercised its contractual right and is appointing a Board observer effective immediately. Plantro intends to advocate constructively in the boardroom to action the above initiatives for the benefit of all shareholders.
It is abundantly clear that the Company has been gripped by serious financial, operational, and governance crisis under the current Board. Plantro encourages its fellow shareholders to contact the Board and make their views known.
About Plantro
Plantro is a privately held company, with an established track record of making successful investments in undervalued and high quality legal, financial, and information services businesses.
