Dye & Durham Limited DND
Engine wants Dye & Durham's board to abandon its arbitrary C$1bn EBITDA target, stop overpaying for acquisitions, and refocus on ROIC after 62% three-year shareholder losses.
Thesis
Engine Capital, holder of ~6.6% of Dye & Durham (TSX: DND), publicly escalates after months of failed private engagement, charging the board with chronic underperformance and reckless capital allocation. DND has returned 0.2% over one year and -62.1% over three years, lagging the TSX by 88 points and trading near an all-time low EBITDA multiple. The board has paid roughly 16x EBITDA for acquisitions while DND itself trades at ~7.5x 2025 EBITDA, repurchased 14.7m shares at C$15.22 then turned around to issue 11.96m shares at C$12.10, mismanaged a C$345m convertible refinancing, and burned C$134m on acquisition and restructuring costs — nearly 15% of market cap. Engine demands the board scrap its arbitrary C$1bn EBITDA growth target and instead incentivize management on return on invested capital, organic growth, and disciplined M&A.
SCQA
Dye & Durham is a Toronto-listed legal-practice software roll-up that has used aggressive M&A since its 2020 IPO to chase a self-imposed C$1 billion EBITDA target.
DND has lost 62% over three years and trades near an all-time low multiple as the board has overpaid for deals at ~16x EBITDA, repurchased shares high then issued low, and burned C$134m on transaction costs.
Engine demands the board scrap the arbitrary C$1bn EBITDA target, restructure management incentives around return on invested capital and organic growth, and only pursue measured, disciplined acquisitions.
Re-rating of the ~7.5x 2025 EBITDA multiple toward peer levels as capital discipline replaces acquisition-driven dilution; no specific price target disclosed in the letter.
The three reasons
- 1
DND TSR is -62.1% over 3 years vs. TSX +26.0% and NASDAQ +27.6%
- 2
Board paid ~16x EBITDA for acquisitions while DND trades at ~7.5x 2025 EBITDA
- 3
Repurchased 14.7m shares at C$15.22 then issued 11.96m shares at C$12.10 months later
Primary demands
- Scrap the arbitrary C$1 billion EBITDA long-term target
- Re-incentivize management around return on invested capital and organic growth
- Pursue acquisitions only on disciplined, value-accretive terms
- Refresh board composition and improve oversight
KPIs cited
Pattern membership
Where this document fits across the library's 12 rhetorical / structural patterns.
Notable slides (2)
Notes
Press-release-wrapped open letter to DND shareholders signed by Managing Partner Arnaud Ajdler. Engine criticizes the unnamed board collectively (no individual director or CEO singled out) for capital allocation missteps and an arbitrary C$1bn EBITDA target. No specific board nominees or share-price target offered — this is the opening salvo of a public campaign after private engagement 'fizzled out'. Letter telegraphs concern that board may pursue 'scorched-earth tactics' / frivolous litigation, hinting at potential proxy fight escalation. Peer-gap evidence is the TSR table comparing DND to TSX and NASDAQ composites; no named peer roll-ups cited.