Dye & Durham Announces Transformational Acquisition of DoProcess, the Number One Provider of Real Estate Software in Canada, for C$530 Million from Teranet

TORONTODec. 10, 2020 /CNW/ – Dye & Durham Limited (« Dye & Durham » or the « Company« ) (TSX: DND), a leading provider of cloud-based software and technology solutions designed to improve efficiency and increase productivity for legal and business professionals, today announced it acquired DoProcess LP, (« DoProcess »), an Ontario-based provider of practice-specific software for legal professionals.

Dye & Durham has acquired DoProcess, an affiliated entity of Teranet Inc., from OMERS Infrastructure (« OMERS »), a leading global infrastructure investment manager and the infrastructure arm of one of Canada’s largest defined benefit pension plans, for total consideration of approximately C$530 million.

« DoProcess is an extremely strategic acquisition for Dye & Durham, given its deeply embedded technology, market position and advanced cloud-based software platform, » said Matt Proud, Chief Executive Officer of Dye & Durham. « We have known DoProcess and its management team for many years and the acquisition provides us with a unique and very compelling opportunity to significantly scale our Canadian business in the near term. This is a highly sought-after asset for us, and we have strong conviction around the prospects and opportunities that can be created by combining Dye & Durham and DoProcess under a single platform. »

As part of the transaction, OMERS will acquire C$30 million of Dye & Durham common shares. « OMERS acquired DoProcess as part of our purchase of Teranet in 2008. We are very proud of how the Teranet team has subsequently grown DoProcess, creating significant value for our members, and believe that Dye & Durham is well positioned to continue supporting that success, » said Michael Ryder, Senior Managing Director and Head of Americas for OMERS Infrastructure. « Teranet is an important business in our portfolio and OMERS looks forward to continued partnership with the Teranet management team to further grow the business and generate strong returns to support our pension obligations to OMERS members. »

The valuation multiple paid for the acquisition represents the strategic nature of this transaction and therefore is above the multiples paid in the Company’s most recent transactions. However, given the strategic nature of this acquisition, the Company believes, on a post-synergy basis, the returns will be consistent with its historical track record.

Acquisition Financing

The acquisition and related transaction costs are to be partially funded through a committed debt financing package underwritten by The Bank of Nova Scotia (« Scotiabank »). The debt financing package includes a C$140 million revolving credit facility (amended and restated from the Company’s existing revolving credit facility), a C$245 million term loan maturing on September 25, 2024 and a C$125 million term loan maturing on July 31, 2022.

In addition to the committed debt financing package, Dye & Durham is also raising approximately C$225 million of new equity through a brokered private placement agreement (the « Private Placement ») supported by five of its existing long-term institutional shareholders. Under the Private Placement, approximately 6.5 million new common shares will be issued at a price of C$34.65, representing a discount of 1% to the closing price of Dye & Durham’s common shares on the TSX as at December 9, 2020.

Advisors

Canaccord Genuity has acted as financial advisor and Bennett Jones LLP has acted as legal counsel to Dye & Durham on the transaction. Scotiabank has acted as financial advisor and McCarthy Tétrault LLP has acted as legal counsel to the seller on the transaction. Goodmans LLP is legal counsel to Dye & Durham on the Private Placement. Scotiabank is underwriting the committed debt financing package. DLA Piper is legal counsel to Dye & Durham and BLG LLP is legal counsel to Scotiabank on the debt financing.

This press release does not constitute an offer of any securities for sale in the United States.  The common shares have not been and will not be registered under the United States Securities Act of 1933 (the « U.S. Securities Act »), as amended, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States except pursuant to an exemption from the registrations requirements of the U.S. Securities Act and applicable state securities laws.

About Dye & Durham

Dye & Durham Limited is a leading provider of cloud-based software and technology solutions designed to improve efficiency and increase productivity for legal and business professionals. Dye & Durham provides critical information services and workflows, which clients use to manage their process, information and regulatory requirements. The Company has operations in Canada and the United Kingdom, and has a strong blue-chip customer base that includes law firms, financial service institutions, and government organizations.

Additional information can be found at www.dyedurham.com.

Forward-looking Statements

This press release may contain forward-looking information within the meaning of applicable securities laws, which reflects the Company’s current expectations regarding future events, including with respect to the Company’s acquisition strategy, the impact of the acquisition, expected synergies, and timing and closing of the Private Placement. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, the factors discussed under « Risk Factors » in the prospectus supplement of the Company dated November 18, 2020 to the short-form base shelf prospectus of the Company dated November 18, 2020. Dye & Durham does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE Dye & Durham

For further information: Adam Peeler, LodeRock Advisors Inc., [email protected], 416.427.1235

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