Dye & Durham enters into agreement to sell TM Group for up to £91 million; up-front proceeds to be used to reduce debt

• Dye & Durham agrees to sell TM Group to AURELIUS, a globally active alternative investment firm
• Cash consideration at closing of approximately £50 million, with up to £41 million in potential additional earn-out payments between 2023 and 2026
• Transaction will satisfy undertakings given by Dye & Durham to the UK's Competition and Markets Authority (CMA), thereby concluding the CMA's merger investigation

TORONTO, July 10, 2023 /CNW/ - Dye & Durham Limited (TSX: DND) ("Dye & Durham" or the "Company"), one of the world's largest providers of cloud-based legal practice management software designed to make managing a law firm, organizing cases, and collaborating with clients easy, today announced it has entered into an agreement to sell TM Group (UK) Limited ("TM Group") to AURELIUS, a globally active alternative investment firm.

As part of the transaction, Dye & Durham will receive approximately £50 million in cash at closing, with up to £41 million in potential additional earn-out payments between 2023 and 2026, for total consideration of up to £91 million, subject to certain adjustments. Closing is expected to occur in August and the transaction has received approval from the United Kingdom's Competition and Markets Authority. Dye & Durham plans to use the net proceeds it receives at closing to reduce its debt.

"We're pleased to enter into this agreement with AURELIUS and put this regulatory process behind us. While TM Group wasn't material to our overall business, it is a profitable organization that will generate additional value in the hands of its new ownership," said Dye & Durham CEO Matthew Proud. "We plan to seek new M&A opportunities in the UK to continue to scale our business into the world's leading legal technology company."

About Dye & Durham

Dye & Durham Limited provides premiere practice management solutions empowering legal professionals every day, delivers vital data insights to support critical corporate transactions and enables the essential payments infrastructure trusted by government and financial institutions. The company has operations in Canada, the United Kingdom, Ireland, and Australia. 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 sale of TM Group, the timing of closing of the transaction, the receipt of earn-out payments, and the use of proceeds. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance.

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 Company's most recent annual information form and management discussion and analysis. 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 Limited

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