CALGARY, Alberta, October 28, 2025 (GLOBE NEWSWIRE) — Sylogue Ltd. (“Sylogue”), a leading public sector SaaS company, today announced select, proactive management updates that will enable the Sylogues business to accelerate growth and value creation.
Succession planning for the chairman of the board
Barry Foster, who has served as chairman of Sylogue's board since 2019, has informed the board that he will step down as chairman at the next annual meeting, allowing for orderly succession planning. Mr. Foster will continue to serve as Director.
“I am incredibly proud of the work we have done over the past five years to transform Sylogue into a dynamic SaaS business, all with the goal of creating long-term value for the company and its shareholders,” said Mr. Foster. “Having led the successful re-establishment of Sylogue's board of directors, which now consists of directors with extensive industry experience and as a significant shareholder, I feel it is time to begin the process of identifying a new leader on the board who can continue to support management, bring fresh perspectives and leverage the company's positive momentum to further create long-term shareholder value.”
“Barry’s leadership has played a key role in transforming the company and implementing important management changes,” said Bill Wood, director and CEO of Sylogue. “I know the entire board values 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 Chairman's succession planning process will be overseen by the Nominating and Governance Committee, currently chaired by Kim Fennell.
The Board accepts the recommendations of the Special Committee
A special committee of the board of directors was formed on September 12, 2025 in response to the threatened demand of the shareholders' meeting. Since then, the committee has held constructive discussions with shareholders who collectively own more than 50% of Sylogue's issued and outstanding shares. These commitments helped shape the special committee's recommendations, which were unanimously adopted by the board of directors, including the formation of a business-scale subcommittee chaired by Andrea Ward.
Adoption of the Shareholder Rights Plan
Sylogue also announced that its board of directors has unanimously adopted a shareholder rights plan (the “Rights Plan”), effective October 27, 2025.
Consistent with Sylogue's commitment to strong corporate governance and in connection with the work of the special committee, Sylogue's board of directors accepted the committee's recommendation to adopt the Rights Plan pursuant to the shareholder rights plan agreement entered into with Computershare Trust Company of Canada as rights agent. The rights plan is a “next generation” plan and is similar to plans recently adopted by other Canadian public companies. It is intended to ensure fair treatment of all Sylogist shareholders in connection with any takeover bid and to protect against “crawling bids” which involve the accumulation of more than 20% in the aggregate of Sylogue's common shares (the “Common Shares”) through purchases exempt from applicable takeover rules. The rights plan was not implemented in response to or in anticipation of any pending or threatened takeover bid.
Although the Rights Plan becomes effective on October 27, 2025, it is subject to ratification by Sylogue shareholders within six months of its adoption. Sylogue currently expects to seek ratification of the Shareholder Rights Plan at a special meeting to be called and held during this six-month period. TSX has informed Sylogue that it has deferred its consideration of accepting the filing of the Rights Plan until TSX is satisfied that the relevant securities commission will not intervene in accordance with National Policy 62-202. Sylogue intends to resubmit its application to the TSX for adoption of the Rights Plan once shareholder approval is received. If the Rights Plan is not approved by shareholders within this six-month period, it, along with any remaining rights, will terminate and become inoperative. A summary of the principal terms of the Rights Plan will be included in management's proxy circular that will be sent to stockholders in connection with such meeting, and a complete copy of the Rights Plan is available on the Company's profile on SEDAR+ at: sedarplus.com.
About Silogist
Sylogue provides mission-critical SaaS solutions to more than 2,000 public sector clients worldwide in the government, non-profit and education market segments. The company's shares are traded on the Toronto Stock Exchange under the symbol SYZ. Information about Sylogue, including complete financial statements and management's discussions and analysis, can be found at www.sedarplus.ca or in www.sylogue.com.
Forward-Looking Statements
Certain statements in this press release may be forward-looking statements within the meaning of applicable securities laws and regulations. These statements typically use words such as “position,” “may,” “should,” “continue,” “may,” and “will,” or the negative of these terms, variations thereof or similar terminology. Forward-looking information in this press release includes statements, if any, regarding Barry Foster's continued service as a director, the timing and outcome of the Chairman's succession planning process, the ability of the new Chairman to continue to support management, provide fresh perspective and build on the positive momentum of the company, the schedule for the resubmission of the Rights Plan for approval by the TSX, the results of such resubmission, the potential ratification of the Rights Plan shareholders, including the inclusion of the Rights Plan in the management information circular of any related shareholders meeting, and the calling and conduct 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. Therefore, it is possible that the beliefs, plans and other forward-looking expectations expressed herein will not be realized or will prove to be inaccurate. Although Sylogue believes that the expectations reflected in these forward-looking statements are reasonable, it makes no assurance that these expectations will prove to be correct. Forward-looking information involves risks, uncertainties and other factors that may 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 schedule and content of ongoing shareholder engagement will be completed on the timing and in the manner contemplated by Sylogue or at all, that the Rights Plan will be resubmitted for approval by the TSX on the expected dates or at all, that such approval will not be received on the expected dates or at all, that the Rights Plan will be submitted for ratification at a shareholders' meeting on the expected dates or at all, and that such ratification cannot be obtained on the terms contemplated, or at all. Additional information about some of these risks, uncertainties and other factors can be found in the Company's Annual Information Form for the year ended December 31, 2024 and Management's Discussion and Analysis for the quarter ended June 30, 2025 and the year ended December 31, 2024 and other documents available under the Company's profile at www.sedarplus.ca. Although Sylogue believes that the material assumptions and factors used in preparing the forward-looking information in this press release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this press release, and no assurance can be given that such events will occur. Sylogue disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
For more information contact:
ATTENTION: T. Adkins, Chairman of the Select Committee.
Company Silogist, LLC
[email protected]
(416) 491-8004
