DIRTT Environmental Solutions Ltd. (“DIRTT”, the “Company”, “we” or “us”) (NASDAQ:DRTT, TSX:DRT), an interior construction company that uses proprietary software to design, manufacture and install fully customizable environments, announced today that its board of directors (the “Board”), in response to a requisition made by activist investor 22NW Fund, LP (the “Activist”), has called an annual and special meeting of shareholders (the “Meeting”) to be held on April 26, 2022 (the “Meeting Date”). The Meeting will deal both with normal course matters and matters related to the requisition.
Following receipt of the Activist’s requisition, a special committee of the Board comprised exclusively of independent directors (the “Special Committee”) reviewed and considered the requisition with its professional advisors. After careful deliberation, and with the interests of all shareholders of the Company in mind, the Board determined the Meeting Date based on the following facts:
- Although the Company has historically held its annual meeting in May, the Company moved up its annual meeting to the Meeting Date in order to hold both meetings at the same time and as promptly as practicable.
- Holding both meetings at the same time will spare shareholders of the Company the additional distraction and costs that would be associated with holding two separate meetings in quick succession.
- There is no new business or strategy being proposed by the Activist.
- The Activist has not put forward any reason as to why the Meeting should be held earlier.
- The Special Committee is concerned that shareholders have not been provided with full and fair disclosure concerning relationships amongst the Activist and certain other shareholders, their coordinated trading activities, their joint plans, and the extent of their influence and control. The Special Committee is diligently considering all options in order to ensure that the Activist provides all required disclosure and complies with applicable securities laws, which has been made more difficult by the Activist’s refusal to cooperate with the Special Committee.
Shareholders entitled to vote at the Meeting will receive detailed information about the requisitioned matters as well as annual general matters in the form of a management information circular in advance of the Meeting. Shareholders are not required to take any action at this time in respect of the Meeting.
Advisors
DIRTT has retained McMillan LLP as its Canadian legal advisor and Kingsdale Advisors as its strategic shareholder advisor and proxy solicitation agent.
