Key Summary: On April 26, 2022, shareholders elected 22NW's entire slate to DIRTT's Board of Directors, marking a significant shift in leadership. On Mar 22, 2024, they signed a Support Agreement with DIRTT, nominating Aron R. English for the Board and agreeing to support Board recommendations, with exceptions.M.Cap: $136 million | DIRTT Environmental Solutions Ltd. designs, manufactures, and insta22nw-fund-signs-support-agreement-with-dirtt-environmental-solutions-ltd-drttf-nominates-aron-rlls prefabricated interior solutions for use primarily in commercial spaces across various industries and businesses in the United States, Canada, internationally.
Background:
In October 2021, 22NW Fund initiated efforts to bolster shareholder value at DIRTT, commencing discussions with management. In November 2021, they requisitioned a shareholder meeting, proposing new board members. In December 2021, they witnessed settlement attempts, met with legal actions from DIRTT. In March 2022, the Alberta Securities Commission dismissed claims against 22NW. Throughout March and April 2022, 22NW persisted with proxy filings and presentations, garnering support for their board nominees. Ultimately, on April 26, 2022, shareholders elected 22NW's entire slate to DIRTT's Board of Directors, marking a significant shift in leadership.
Update
On March 17, 2024, 22NW Fund (33%) and the company executed a binding term sheet, followed by a Support Agreement on March 22, 2024. Per the Support Agreement, the company committed to nominating Aron R. English (or an alternative director designated by 22NW Fund) for election to the Board, endorsing and soliciting proxies for the Shareholder Director alongside other DIRTT Nominees at the 2024 and 2025 annual general meetings. Additionally, 22NW Fund agreed to vote all its Shares in line with the Board's recommendations on director elections and certain other proposals at these meetings, subject to exceptions. Furthermore, 22NW Fund pledged not to initiate an unsolicited takeover bid for the Shares, provided the Rights Plan is approved, and agreed to standstill provisions until the day after the 2025 Meeting. Source
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