DIRTT Releases Investor Deck Detailing its Momentum of Change
05 Avril 2022 - 7:57PM
DIRTT Environmental Solutions Ltd. (“DIRTT” or the “Company”)
(NASDAQ: DRTT, TSX: DRT), a global leader in industrialized
construction that empowers organizations together with construction
and design leaders to build high-performing, adaptable, interior
environments, today released an investor deck detailing the
momentum of change under the refreshed and highly qualified board
of directors (the “Board”).
The deck provides important information for
shareholders, including how the Board championed change to lead the
Company out of the COVID-19 pandemic, the early and rapid successes
of the Board’s plan, and its efforts to work with 22NW, despite
22NW’s proxy fight potentially putting all this momentum at
risk.
The complete investor deck is available on SEDAR
and on www.DIRTTmomentum.com. Some highlights of the deck are as
follows:
DIRTT’s Meaningful Momentum vs. 22NW’s Unarticulated
Plan |
Change is well underway and there is meaningful momentum. DIRTT’s
refreshed Board acknowledged feedback from partners, management and
shareholders that change is necessary and has made significant
progress in a short amount of time.Early successes include:
- Restoring
management’s focus on DIRTT’s key strategic pillars of
Manufacturing Excellence, Commercial Execution and Production
Innovation;
- Proactively
responding to cash-flow concerns and excess capacity, and
redirecting sales efforts based on a review of results and changing
market;
- Replacing the CEO
with an interim CEO;
- Reducing operating
expenses by 14%;
- Revising the pricing
strategy;
- Reconfiguring and
rationalizing DIRTT’s manufacturing footprint; and
- Strengthening
relationships with partners.
|
Nearly five months after waging a distracting and expensive proxy
fight, 22NW has only recently publicly disclosed its “plan” – which
is just a plan to create a plan.Without articulating a plan of
value, 22NW is impeding the Company’s progress by pushing for a
“stay-the-course” strategy, which is misaligned with the interests
of other major shareholders. |
DIRTT’s Strategically Selected Candidates vs. 22NW’s
Largely Untested and Unproven Slate |
Given the unique nature of DIRTT’s business, the Board renewal
process is supported by robust analysis of the functional,
experiential and personal attributes required to add value in the
context of DIRTT’s strategic priorities. This Board has the ideal
mix of institutional knowledge and fresh perspectives collectively
underpinned by experience in construction, real estate,
manufacturing and innovation with strong financial and governance
acumen curated for DIRTT’s strategic priorities. |
22NW’s nearly all-male slate has an insufficient understanding of
DIRTT’s business and what it takes to lead a public company. A
wholesale Board change could reverse progress and damage the
Company.To put the Company into the hands of largely untested
directors at this critical time in DIRTT’s journey – or at any time
– could be irresponsible. |
|
|
DIRTT’s Proactive Shareholder Engagement vs. 22NW’s
Needless Proxy Fight |
DIRTT welcomes constructive shareholder engagement and remains
committed to working with all shareholders. In fact, the Board has
consistently engaged with its shareholders, including 22NW. The
Company had several meetings with 22NW’s founder, Mr. Aron English,
regarding his Board candidacy prior to his unfortunate launch of
his proxy fight, and informed him on several occasions that his
candidacy would be considered in February 2022 as part of its
normal course of review and director selection process. The Board’s
several attempts to reach out after the requisition were also
rejected by 22NW.The Board remains open to constructively engaging
with 22NW and all shareholders to efficiently resolve this
expensive and time-consuming proxy fight in the interests of all
shareholders, and is prepared to consider expanding the Board to
eight members and add Mr. English and another 22NW nominee. |
22NW previously announced support of 50.4% of DIRTT’s shareholders,
but the documents indicating such support were non-binding. As a
result of our open communications with our shareholders, the Board
does not believe that a majority of its shareholders will support a
wholesale change of the Board.To make matters worse, 22NW launched
its proxy fight at the expense of DIRTT’s shareholders. 22NW and
Mr. English have already disclosed they intend to seek
reimbursement from the Company for their proxy fight if
successful. |
The Choice is Clear: Vote BLUE FOR DIRTT’s
Board
Change is well under way. Don’t stop DIRTT’s
momentum. Vote on the BLUE proxy well in advance of the proxy
voting deadline of Friday, April 22, 2022, at 10:00 a.m. (MDT).
If you have mistakenly voted on 22NW’s proxy or
would like to change your vote for any other reason, you may do so
by voting on the BLUE proxy. This will revoke and replace the
previous vote.
If you have questions or need help voting,
contact Kingsdale Advisors at 1-866-851-2743 or at
contactus@kingsdaleadvisors.com.
About DIRTT Environmental
Solutions
DIRTT is a global leader in industrialized
construction. Its system of physical products and digital tools
empowers organizations, together with construction and design
leaders, to build high-performing, adaptable, interior
environments. Operating in the commercial, healthcare, education
and public sector markets, DIRTT’s system provides total design
freedom, and greater certainty in cost, schedule and outcomes.
Headquartered in the US and Canada, DIRTT trades
on Nasdaq under the symbol “DRTT” and on the Toronto Stock Exchange
under the symbol “DRT”.
AdvisorsDIRTT has retained McMillan LLP as its
legal advisor and Kingsdale Advisors as its strategic shareholder
and communications advisor.
Important Additional Information Regarding Proxy
Solicitation
DIRTT has filed a definitive proxy statement
(the “Definitive Proxy Statement”) with the Securities and Exchange
Commission (the “SEC”) in connection with the solicitation of
proxies for its annual and special meeting of shareholders to be
held on Tuesday, April 26, 2022 at 10:00 a.m. (MDT) (the
“Meeting”). DIRTT, its directors and certain of its executive
officers are participants in the solicitation of proxies from
shareholders in respect of the Meeting. Information regarding the
names of DIRTT’s directors and executive officers and their
respective interests in DIRTT by security holdings or otherwise is
set forth in DIRTT’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2021, as filed with the SEC on February 25,
2022, and the Definitive Proxy Statement, as filed with the SEC on
March 24, 2022. To the extent holdings of such participants in
DIRTT’s securities are not reported, or have changed since the
amounts described, in the Definitive Proxy Statement, such changes
have been reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Details concerning the nominees of DIRTT’s
Board for election at the Meeting are included in the Definitive
Proxy Statement and accompanying BLUE proxy card. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE
SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT,
ACCOMPANYING BLUE PROXY CARD AND ANY SUPPLEMENTS THERETO BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. Investors and shareholders can
obtain a copy of the Definitive Proxy Statement and other relevant
documents filed by DIRTT free of charge from the SEC’s website,
www.sec.gov. DIRTT’s shareholders can also obtain, without charge,
a copy of the Definitive Proxy Statement and other relevant filed
documents by directing a request by mail to DIRTT Environmental
Solutions Ltd., 7303 30th Street S.E., Calgary, Alberta, Canada T2C
1N6 or at ir@dirtt.com or from the investor relations section
of DIRTT’s website, www.dirtt.com/investors.
Special Note Regarding Forward-Looking
Statements
This news release contains forward-looking
information within the meaning of applicable securities
legislation, which reflects the Company’s current expectations
regarding future events. In some cases, forward-looking information
can be identified by such terms as “plans”, “anticipated”,
“believe”, and “will”. 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 that
could cause actual results and events to differ materially from
those that are disclosed in or implied by such forward-looking
information. The Company’s estimates, beliefs and assumptions, may
prove to be incorrect. The risks and uncertainties that may affect
forward-looking information include, but are not limited to, market
conditions, the effect of the COVID-19 pandemic on the Company’s
operations, business and financial results, and other factors
discussed under “Risks Factors” in the Company’s management’s
discussion and analysis in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2021, filed with the SEC and
applicable securities commissions or similar regulatory authorities
in Canada on February 23, 2022, which is available on SEDAR
(www.sedar.com) and on the SEC’s website (www.sec.gov). The Company
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. This
forward-looking information speaks only as of the date of this news
release.
For more information, contact
Media:
Hyunjoo Kim,
Vice President of Strategic Communications and Marketing
416-867-2357
hkim@kingsdaleadvisors.com
Investors:
Kim MacEachern
Investor Relations, DIRTT
403-618-4539
DIRTT Environmental Solu... (TSX:DRT)
Graphique Historique de l'Action
De Mar 2024 à Avr 2024
DIRTT Environmental Solu... (TSX:DRT)
Graphique Historique de l'Action
De Avr 2023 à Avr 2024