- Enters co-operation agreement with Plantro Ltd.
- Accelerates ongoing board renewal process
- Forms special committee to oversee the execution of actions related to non-core assets, to include participation by special advisor recommended by Plantro
OTTAWA, Ontario, Nov. 11, 2025 (GLOBE NEWSWIRE) -- Calian® Group Ltd. (TSX:CGY) (“Calian” or the “Company”), a mission-critical solutions company focused on defence, space, healthcare and other strategic critical infrastructure sectors, announces that it is accelerating its ongoing board renewal process and established a temporary board committee to oversee execution of actions related to certain non-core assets, following a co-operation agreement with Plantro Ltd., one of the Company’s largest shareholders.
“Today’s changes are important next steps in advancing Calian’s refined strategy, and we appreciate Plantro’s constructive engagement,” said George Weber, Chair of Calian’s Board of Directors. He continued, “These changes underscore the shared commitment of the Board and management team on executing on that strategy while also reflecting the valuable input we have received from a number of Calian’s shareholders in recent months.”
“We are pleased that Calian’s board and management team have heard our concerns and recommendations, and that they are taking concrete steps to position the Company on stronger footing for future growth,” said Plantro principal Matthew Proud. “With historic defence-spending tailwinds ahead, we believe these steps will help unlock value for Calian’s shareholders and allow management to focus on executing on the opportunity ahead.”
Acceleration of Ongoing Board Renewal Process
To accelerate its ongoing board renewal process, George Weber and Kevin Ford will retire from the board as previously announced. In addition, Jo-Anne Poirier has advised the board that she will not stand for re-election at the next annual meeting.
As part of this board renewal process, which began with the addition of Lisa Greatrix, Josh Blair, and Eric Demirian to the Board earlier this year, Calian confirmed that incoming CEO Patrick Houston will join the board following his formal appointment on January 1, 2026. Calian also announces that it is actively searching for additional highly-qualified candidates to help guide the Company as it seeks to capitalize on the significant strategic opportunities the Company has identified in the defence and related sectors. A professional search firm has been engaged to assist it in the identification and assessment of these potential director candidates.
Enhancing Focus on Non-Core Asset Divestitures
As part of its previously announced portfolio review, the Company has identified certain non-core assets for disposition. As a part of the agreement with Plantro described below, Calian announces the formation of a temporary committee of independent directors with relevant expertise who will act as a resource for management and facilitate active board oversight of these initiatives. The committee members are Josh Blair, Eric Demirian and Val Sorbie. Stephen Halperin, a highly respected M&A lawyer with extensive experience as a public company director recommended by Plantro, has been engaged to act as a special advisor to the committee.
Co-Operation Agreement
Calian also announced that it has entered into a co-operation agreement with Plantro. The agreement includes, among other terms, the Company’s commitment to accelerate its ongoing board renewal and to create the committee of independent directors described above. It also includes customary standstill and non-disparagement provisions effective until November 1, 2026. This agreement reflects Calian’s commitment to constructive engagement and meaningful dialogue with its shareholders.
About Calian
For over 40 years, Calian has delivered mission-critical solutions when failure is not an option. Trusted worldwide, we empower organizations in critical industries to overcome obstacles, manage risks and drive progress. By combining the expertise of our people, proven industry insight, cutting edge technology, bold innovation and global reach, we deliver tailored solutions that solve complex challenges. Headquartered in Ottawa, Canada, with over 5,000 people around the world, Calian’s solutions protect lives, strengthen security, foster global connectivity and drive economic progress, making a lasting impact where and when it matters most.
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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, expect, ongoing, continue, believe, 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 the impact the changes will have on the Company, the identification of highly-qualified candidates for election as director, the appointment of Patrick Houston as Chief Executive Officer, the results of the non-core asset disposition process and the effect of the agreement. 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 the Company 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 impact of the changes will not help unlock value for all shareholders or position the Company on a stronger footing for future growth in the manner or to the extent anticipated or at all, that highly-qualified director candidates will not be identified in the number or manner expected or at all, that the appointment of Patrick Houston will proceed as intended or at all, that the results of the non-core asset disposition process will proceed in the manner, on the timelines or yield the results anticipated or at all, and the terms of the agreement will provide the expected benefits. Additional information regarding some of these risks, uncertainties and other factors may be found in the Company’s Annual Information Form for year ended September 30, 2024, and in the Management’s Discussion and Analysis for the quarter ended June 30, 2025 and the year ended September 30, 2024, and other documents available on the Company’s profile at www.sedarplus.ca. Although the Company 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. The Company 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.
DISCLAIMER
Certain information included in this press release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Such statements are generally accompanied by words such as “intend”, “anticipate”, “believe”, “estimate”, “expect” or similar statements. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; scarce number of qualified professionals; the impact of rapid technological and market change; loss of business or credit risk with major customers; technical risks on fixed price projects; general industry and market conditions and growth rates; international growth and global economic conditions, and including currency exchange rate fluctuations; and the impact of consolidations in the business services industry. For additional information with respect to certain of these and other factors, please see the Company’s most recent annual report and other reports filed by Calian with the Ontario Securities Commission. Calian disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No assurance can be given that actual results, performance or achievement expressed in, or implied by, forward-looking statements within this disclosure will occur, or if they do, that any benefits may be derived from them.
Calian · Head Office · 770 Palladium Drive · Ottawa · Ontario · Canada · K2V 1C8
Tel: 613.599.8600 · Fax: 613-592-3664 · General info email: info@calian.com
