OneMove Capital Ltd., an investment firm that owns about 15% of Calgary-based Sylogist Ltd., says the company's board has rejected its attempts to resolve a proxy fight despite an offer to pare back the number of independent directors it sought.
Tyler Proud, principal at OneMove, told reporters that Sylogist's board informed him any settlement would require the blessing of PenderFund Capital Management Ltd., another shareholder that already has board representation. Proud said that condition has prevented a negotiated outcome in the run-up to Sylogist's May 12 shareholder meeting.
According to Proud, OneMove initially requested four board seats before reducing its demand. "We’ve consistently asked for two independent directors to just settle and focus on the business," he said in an interview. "The board has just repeatedly said no."
Sylogist posted a statement on its website contesting OneMove's characterization of events. The company said its board "welcomes fresh ideas and shareholder perspectives, and made repeated offers to reach an agreement that were reasonable by any measure." The board added that, in its view, Mr. Proud shifted his position and "demanded majority control."
The disagreement comes as Sylogist's stock has underperformed significantly. Shares are down about 60% over the last 12 months, leaving the company with a market capitalization of C$88 million ($65 million). Proud attributed the weak share performance to failures specific to Sylogist's business rather than to broader pressure on valuations in the small-cap software sector.
The filing and public statements make clear that the two sides have not bridged their differences, and that PenderFund's involvement on the board is a gating factor for any deal. With the shareholder meeting scheduled for May 12, investors will watch closely to see whether the dialogue between OneMove and Sylogist's board shifts toward compromise or escalates further into the proxy process.
Context and next steps
OneMove says it has reduced its initial board-seat demand and seeks two independent directors as a settlement. Sylogist maintains it made reasonable offers and accuses OneMove of altering its objectives. The requirement that PenderFund approve any settlement remains a central obstacle, according to OneMove.
The outcome of the May 12 shareholder meeting will determine whether OneMove gains board representation through an agreed settlement, wins seats via a proxy contest, or remains outside the boardroom while the company continues under its current leadership.