SALE PROCESS

In the name of transparency, we want to clearly outline what a sale process led by the Plantro nominees would entail—from initial planning through to closing. Our intention is to run a broad and competitive auction process that actively engages both strategic buyers and financial investors, including private equity firms, to ensure we maximize value for all shareholders.

The number one objective is clear: to maximize shareholder value.

Despite the significant damage inflicted over the past six months by the Engine Activist Group, Dye & Durham remains a fundamentally strong business with a defensible market position and robust cash flow. There is real interest today from well financed buyers who have the right expertise, a suitable risk appetite, and can put in place right the capital structure necessary to unlock value and support the Company’s long-term success.

The below sale process led by the Plantro nominees, will find the right long-term owner of the business and deliver a strong change of control premium for today’s shareholders.

Stage 1
Surface Initial Indications of Interest

Preparation Stage

  • Organize process
  • Collect data
  • Develop list of prospective buyers
  • Prepare outreach materials
  • Prepare confidential information memorandum (“CIM”)
  • Prepare form of confidentiality agreement (“CA)”

Approach Stage

  • Initial contact made to broad list of prospective buyers
  • Signing of CAs/distribution of CIMs
  • Management presentation preparation
  • Data room preparation
  • Solicit non-binding expressions of interest

Stage 2
Finalize An Agreement With A Selected Party

Due Diligence Stage

  • Short-list candidates
  • Management presentations
  • Due diligence (reciprocal if appropriate)
  • Pre-acquisition agreement
  • Solicit final proposals

Negotiation/Closing Stage

  • Negotiate final proposals
  • Select winning partner
  • Finalize definitive agreements
  • Execute definitive agreements
  • Announcement

Stage 3
Plan of Arrangement, Shareholder Vote & Closing

Plan of Arrangement

  • Application for interim court order in respect of arrangement
  • Record date for Canadian shareholders entitled to receive materials (at any time before 35 days preceding the date of the meeting)

Shareholder Vote & Closing

  • Mailing to the Canadian shareholders (at any time prior to 25 days plus 3 business days if National Policy Statement No. 41 accelerated provisions are relied upon)
  • Shareholder vote on meeting (+60 days from announcement)
  • Application for final court order approving arrangement (after successful votes)
  • Close the transaction