DIRTT adopts poison pill and signs standstill pact with top shareholder 22NW Fund

DIRTT ENVIRONMENTAL SOLUTIONS LTD

Board adopted shareholder rights plan (poison pill) triggered at 20% ownership; one director dissented.
Entered support agreement with largest shareholder 22NW Fund; includes voting and standstill obligations through 2025.
22NW agreed to vote for Board's director nominees and to ratify the rights plan at upcoming special meeting.
DIRTT will nominate a director designated by 22NW (Aron English) at 2024 and 2025 annual meetings.
Rights plan subject to shareholder ratification within six months; special meeting expected Q3 2024.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.92

DIRTT ENVIRONMENTAL SOLUTIONS LTD entered into Support and Standstill Agreement with 22NW Fund, LP valued at Aron English to be nominated as director; 22NW agrees to vote in favor of Board recommendations and (effective 2024-03-22).

Action: entry
Counterparty: 22NW Fund, LP
Value: Aron English to be nominated as director; 22NW agrees to vote in favor of Board recommendations and
Effective: 2024-03-22

Exact text from the filing

On March 22, 2024, the Board approved (with one Board member dissenting), and the Company entered into, the Definitive Agreement.

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Source: SEC EDGAR

accession 0001193125-24-075475

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