Plantro Cites Materially Deteriorating Financial Results, Sale of Credas, Lack of Board Engagement, and Looming Debt Default

Plantro to Evaluate Ownership Position in Dye & Durham

SAINT HELIER, Jersey, Oct. 20, 2025 (GLOBE NEWSWIRE) -- Plantro Ltd. ("Plantro") one of the largest shareholders of Dye & Durham Limited ("Dye & Durham" or the "Company") today, formally withdrew its September 24, 2025 proposal to acquire the Company for total consideration valued at $10.25 per share (the "Proposal"). Several factors contributed to Plantro’s decision to withdraw the Proposal, including but not limited to:

Material EBITDA Deterioration: Following Plantro’s submission of the Proposal, both major debt rating agencies S&P Global and Moody’s, cut Dye & Durham’s credit ratings. The agencies’ reports also appeared to confirm that the Company’s strategy of cutting customer prices and unchecked spending has caused run-rate EBITDA to implode, with it now trending below $200 million (with a worsening outlook), a significant decline from its ~$300 million run-rate, prior to December 2024. The debt rating agencies cited, among other things, the Company’s elevated leverage ratios, higher costs, lower EBITDA, operational challenges, and limited financial flexibility.

The Company Has Used Plantro’s Proposal to Justify an Unnecessary Poison Pill: Prior to submitting the Proposal, the Company urged Plantro to seek the involvement of other shareholders prior to submitting the Proposal, only to later adopt a poison pill and allege incorrectly that Plantro was acting jointly with other shareholders.

Lack of Engagement: The Proposal, which was publicly disclosed by Dye & Durham’s Engine Capital-led board of directors (the "Board") on October 8, 2025, was predicated, among other things, on the Board’s prompt engagement with Plantro on the terms of the Proposal, which to-date, has not occurred. Instead, in its release, Dye & Durham instead has reiterated that its Strategic Committee has until December 29, 2025, to commence a process seeking initial written proposals, nor has it solicited or received any proposals to acquire the Company other than the Proposal.

Likely Debt Default Before Any Sale Can Close Due to Lengthy Regulatory Approval Process: Even if the Board and Strategic Committee launched a sale process today, regulatory approvals would likely delay a potential closing until Q2 2026. Plantro believes the Company will face a debt default by March 2026, when it loses the ability to net $185 million in escrowed cash against debt and factoring in EBITDA now trending below $200 million (with worsening outlook). Under its debt agreements, all asset sale proceeds (including from Credas) must first repay Term Loan B lenders before the revolving debt facility. Even allowing for the small de minimis amount that can be applied to reduce the revolver, Plantro believes the Company is at risk of breaching its First Lien Coverage Ratio and defaulting on its debt.

Sale of Credas: The Proposal was premised to Credas Technologies Ltd. not being sold. Despite this, the Company recently announced the divestiture of Credas. Plantro advised the Board against the sale, given the recently announced UK government regulatory changes with potentially sweeping industry impacts. If these regulatory changes are implemented, they will benefit Credas, and conversely, may be devastating to the majority of Dye & Durham’s remaining UK business. The proceeds of the sale were earmarked for debt reduction, and represented just ~8% of the Company’s total debt and liability burden and the transaction has not been accretive to shareholders. A Management Cease Trade Order has been Imposed on the Company by the Ontario Securities Commission (“OSC”): The Company’s inability to produce financial statements, has resulted in the imposition of a Management Cease Trade Order by the OSC. The Company cannot say when it expects to deliver financial results.

High Valuation for a Company with Declining Revenue and Imploding EBITDA: With the Company’s shares trading at $ 6.72 it implies an enterprise value of ~10x EBITDA on the business. As such, the Proposal consideration is now substantially off-market.

Plantro is evaluating its ownership position in Dye & Durham’s shares and may seek to reduce or exit its holdings.

Disclaimer for Forward-Looking Information

Certain information in this news release may constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking statements and information generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “plans,” “continue,” or similar expressions suggesting future outcomes or events. Forward-looking information in this news release may include, but is not limited to, statements of Plantro regarding (i) how Plantro intends to exercise its legal rights as a shareholder of the Company, and (ii) its plans to make changes at the Board of the Company.

Although Plantro believes that the expectations reflected in any such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, the risks that (i) the Company may use tactics to thwart the rights of Plantro as a shareholder and (ii) the actions being proposed and the changes being demanded by Plantro, may not take place for any reason whatsoever. Except as required by law, Plantro does not intend to update these forward-looking statements.

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.

Media Contact

Gagnier Communications

Riyaz Lalani / Dan Gagnier

[email protected]

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Source: Plantro Ltd.