Sylogist Announces Governance Changes to Drive Growth and Value Creation
CALGARY, Alberta, Oct. 28, 2025 (GLOBE NEWSWIRE) -- Sylogist Ltd. (“Sylogist”), a leading public sector SaaS company, today announced certain select, pro-active governance updates to position Sylogist’s business for accelerated growth and value creation.
Board Chair Succession Planning
Barry Foster, who has served as Chair of the Sylogist board since 2019, indicated to the board that he will step down as Chair, effective as of the next annual meeting, providing an opportunity for orderly succession planning. Mr. Foster will continue to serve as a director.
“I am immensely proud of the work we have done over the past five years transitioning Sylogist to a dynamic SaaS business, all with a view to creating long-term value for the company and its shareholders” Mr Foster noted. “Having led the successful reconstitution of the Sylogist board, which is now composed of directors with strong industry experience, and as a significant shareholder, I feel it is time to start the process of identifying a new leader for the board who can continue to support management, provide fresh perspectives and build on the company’s positive momentum to further long-term value creation for shareholders.”
“Barry’s leadership has played a key role in driving the transformation of the company and implementing important governance changes,” said Bill Wood, director and CEO of Sylogist. “I know the entire board appreciates Barry’s leadership, and looks forward to continuing to work with Barry as a fellow director where he will continue to contribute his financial acumen and deep knowledge of the business.”
The board chair succession planning process will be overseen by the Nominating & Governance Committee, now chaired by Kim Fennell.
Board Adopts Special Committee Recommendations
A special committee of the board was formed on September 12, 2025 in response to a threatened shareholder meeting requisition. Since that time, the committee has had constructive discussions with shareholders representing in aggregate more than 50% of the issued and outstanding Sylogist shares. These engagements helped to inform recommendations of the special committee which have been unanimously adopted by the board, including the formation of a business scale sub-committee to be chaired by Andrea Ward.
Adoption of Shareholder Rights Plan
Sylogist also announced that the board has unanimously adopted a shareholder rights plan (the “Rights Plan”) effective as of October 27, 2025.
Consistent with Sylogist’s commitment to strong corporate governance and in connection with the work of the special committee, the Sylogist board of directors accepted the committee’s recommendation to adopt the Rights Plan pursuant to a shareholder rights plan agreement entered into with Computershare Trust Company of Canada, as rights agent. The Rights Plan is a “new generation” plan and is similar to plans recently adopted by other Canadian public companies. It is designed to ensure that all Sylogist shareholders are treated fairly in connection with any take-over bid and to protect against “creeping bids”, which involve the accumulation of more than 20%, on an aggregate basis, of the Sylogist common shares (the “Common Shares”) through purchases exempt from applicable take over-bid rules. The Rights Plan has not been implemented in response to, or in anticipation of, any pending or threatened take-over bid.
While the Rights Plan is effective as of October 27, 2025, it is subject to ratification by Sylogist’s shareholders within six months of its adoption. Sylogist currently expects to seek shareholder ratification of the Rights Plan at a special meeting that would be called and held within that six-month period. The TSX has informed Sylogist that it has deferred its consideration of the acceptance for filing of the Rights Plan until such time as the TSX is satisfied that the appropriate securities commission will not intervene pursuant to National Policy 62-202. Sylogist intends to re-apply to the TSX for acceptance of the Rights Plan at such time as shareholder approval is received. If the Rights Plan is not approved by shareholders within that six-month period it, together with the outstanding rights, will terminate and cease to be effective. A summary of the principal terms of the Rights Plan will be included in the management proxy circular to be sent to shareholders in connection with such meeting and a complete copy of the Rights Plan is available under the Company’s profile on SEDAR+ at www.sedarplus.com.
About Sylogist
Sylogist provides mission-critical SaaS solutions to over 2,000 public sector customers globally across the government, non-profit, and education market segments. The Company’s stock is traded on the Toronto Stock Exchange under the symbol SYZ. Information about Sylogist, inclusive of full financial statements together with Management’s Discussion and Analysis, can be found at www.sedarplus.ca or at www.sylogist.com.
Forward-looking Statements
Certain statements in this news release may be forward-looking statements within the meaning of applicable securities laws and regulations. These statements typically use words such as will position, may, should, continue, ongoing, could and would, or the negative of these terms, variations thereof or similar terminology. Forward-looking information in this news release includes statements made, if any, with respect to Barry’s Foster’s continuing service as a director, the timing and outcome of the board chair succession planning process, the new chair’s ability to continue to support management, provide fresh perspective and build on the company’s positive momentum, the timeline for resubmitting the Rights Plan for approval by the TSX, the outcome of such resubmission, the potential ratification of the Rights Plan by shareholders, including the inclusion of the Rights Plan in the management information circular for any associated meeting of shareholders and the calling and the holding of any such meeting and the timing thereof. By their very nature, forward-looking statements are based on assumptions and involve inherent risks and uncertainties, both general and specific in nature. It is therefore possible that the beliefs and plans and other forward-looking expectations expressed herein will not be achieved or will prove inaccurate. Although Sylogist believes that the expectations reflected in these forward-looking statements are reasonable, it provides no assurance that these expectations will prove to have been correct. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. These risks, uncertainties and other factors include that the timeline and content of the ongoing engagement with shareholders will proceed on the timelines and in the manner anticipated by Sylogist or at all, that the Rights Plan will be resubmitted to the TSX for approval on the timelines anticipated or at all, that such approval will not be received on the timelines anticipated or at all, that the Rights Plan will be submitted for ratification at a meeting of shareholders on the timelines anticipated or at all, and that such ratification may not be obtained on the terms anticipated or at all. Additional information regarding some of these risks, uncertainties and other factors may be found in the Company’s Annual Information Form for year ended December 31, 2024, and in the Management’s Discussion and Analysis for the quarter ended June 30, 2025 and the year ended December 31, 2024, and other documents available on the Company’s profile at www.sedarplus.ca. Although Sylogist believes that the material assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur. Sylogist disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
For further information contact:
ATTN: T. Edkins, Chair, Special Committee
Sylogist Ltd.
ir@sylogist.com
(416) 491-8004
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