07:41 AM EDT, 10/09/2025 (MT Newswires) -- Dye & Durham ( DYNDF ) , a provider of cloud-based legal practice management software, announced overnight Wednesday an update on its previously announced strategic review process and the adoption of a limited duration shareholder rights plan.

A statement noted that in connection with the cooperation agreement the company entered into with Plantro Ltd and Matthew Proud on July 29, 2025, the company announced and commenced a review of strategic alternatives to maximize value for all shareholders, which may include a sale of the company, asset sales, recapitalizations, or potential mergers.

The company said that pursuant to the agreement, Plantro withdrew its special meeting requisition and Proud, together with Plantro, agreed to certain standstill and voting provisions. As part of that agreement, Plantro's nominee, David Danziger, was appointed to the board and appointed chair of a newly constituted strategic committee, which also includes Tracey Keates.

The company also said that the divestiture of Credas Technologies, announced on Oct.7, "streamlines product portfolio, strengthens balance sheet, and supports customer-first strategic reset."

Dye & Durham ( DYNDF ) said that the strategic committee has not solicited or received any proposals to acquire the company other than the unsolicited, conditional acquisition proposal recently submitted by Plantro.

It said that the strategic committee is reviewing the unsolicited, conditional partial cash acquisition proposal from Plantro, in which OneMove Capital and Wahi Investments will participate by rolling over their shares.

The company said that Plantro delivered the proposal to the strategic committee on Sept. 24, 2025. The proposal contemplates the acquisition of all of the issued and outstanding common shares of the company for consideration consisting of $4.75 in cash per share and shares of a yet to be formed public company that is intended to house the company's Canadian financial services business, to which the proposal ascribes a value at $5.50 per share.

A statement noted that Plantro also stated that the proposal is "strongly supported" by OneMove Capital and Wahi Investments, who, together with Plantro, hold over 22% of the company's common shares and whose principals or associates, Matthew Proud, Tyler Proud and Ronnie Wahi, are co-founders of the company.

DND pointed out that Wahi's news release, dated Oct. 1, "does not disclose his company's support for the proposal or Wahi Investments' intention to roll its shares into the contemplated transaction, which is the only proposal received to date by the strategic committee."

The company added that, similar to Wahi's statement, OneMove "does not disclose its support for the proposal or its intention to roll its shares into the contemplated transaction," according to OneMove's Oct. 6 news release.

The company also announced Wednesday that the board, upon the unanimous recommendation of the strategic committee, approved the adoption of a limited duration shareholder rights plan (SRP) pursuant to a shareholder rights plan agreement entered into with Computershare Investor Services, as rights agent, dated Oct. 8, 2025.

"The SRP is intended to guard against a "creeping" take-over bid that could adversely impact the strategic review process and potential value maximizing transactions," said the company.

A statement noted that, as is customary, the SRP also prevents any shareholder and its joint actors, that are deemed to beneficially own 20% or more of the common shares of the company, from acquiring additional common shares other than pursuant to a "Permitted Bid" and from entering into "hard" lock-up agreements.

The SRP is subject to acceptance by the Toronto Stock Exchange and will expire six months following the effective date unless approved by shareholders prior to that time.

The SRP was adopted while the company is subject to the management cease trade order (MCTO) issued by the Ontario Securities Commission. The company said that it provided a revised undertaking that allows it to adopt the SRP on the condition that "no insider or employee of the company will be permitted to exercise rights under the SRP if the SRP is triggered and the rights become exercisable while the MCTO remains in effect."

"In providing the revised undertaking to the OSC, the OSC has not endorsed the adoption of the SRP or opined on its merits or terms," said the company.

This comes after DND announced earlier Wednesday that an investigation of whistleblower complaints conducted by an independent Special Committee of its Board of Directors in conjunction with external counsel had concluded, finding no evidence of misconduct by the company's directors.

All of this comes after Wahi, co-founder, former CFO and board member of Dye & Durham ( DYNDF ), announced earlier this month that he intends to nominate individuals in connection with the company's 2025 annual meeting of shareholders, and seek to substantially reconstitute Dye & Durham's ( DYNDF ) board of directors. The company in early October also announced issuance of a management cease trade order.