Irenic Capital Comments on Concerning Engagement with Kinaxis Board

Board is Irresponsibly Ignoring Inbound Interest from Potential Acquirors

Urges Kinaxis to Adopt Dual-Track Approach of Moving Forward with CEO Search While Also Evaluating Value-Maximizing Alternatives

NEW YORK--(BUSINESS WIRE)--Irenic Capital Management, LP, a large shareholder of Kinaxis Inc. (TSX: KXS) (“Kinaxis” or the “Company”), today issued the following statement:

“Following our conversations with Kinaxis’ Board of Directors, we are deeply concerned that the Board is not acting responsibly or in the best interests of Kinaxis and its shareholders.

For the past few weeks, we’ve had numerous conversations with other Kinaxis shareholders. All recognize that Kinaxis is at a critical juncture. With the departure of the Company’s CEO and two Heads of Sales in the last twelve months, Kinaxis has clear challenges. With that, Kinaxis remains a world-class software asset.

In a situation like this, all value-creating alternatives should be explored before embarking on any single path. A genuine and robust dual-track approach – in which on one track, the Company attempts to identify the best possible CEO candidate and Head of Sales, and, on the other track, it evaluates and solicits interest in Kinaxis from a thoughtfully constructed group of potential financial and strategic buyers – is the right and logical next step.

Unfortunately, today’s rushed and ill-advised announcement is not that next step. Rather than genuinely exploring and evaluating all options, the Board continues to make reactive decisions and advance half measures. The press release makes clear the Board has already made up its mind – stating unequivocally that, “the Board strongly believes that execution of its strategic plan is the best path to maximize shareholder value.” Such a statement is irresponsible and contrary to the fiduciary duties of the Kinaxis directors. The Board cannot make a decision about the best path without first considering the alternative paths – and it is clear the Board is simply unwilling to do that.

Most concerning, in a conversation today, the new Executive Chair revealed to Irenic that there has been inbound interest from financial sponsors, but that the Board is currently unwilling to engage those sponsors.

This is wrong.

To be clear, this Board should not sell Kinaxis at any price. It should follow a proper process that considers all options, and if as a result of that process, an offer was received that provides superior risk-adjusted value to a standalone path, such an offer must be presented to Kinaxis’ shareholders. Having determined that it needs the benefit of financial advice, the Board should not limit Goldman Sachs’ mandate and should initiate a full Strategic Review including soliciting interest for a sale for the whole company.

We are confident that shareholders support this approach – and we have made every effort to engage privately with the Board to ensure a real Strategic Review and genuine dual-track process. Disappointingly, the Board remains inflexible and entrenched. We urge the Kinaxis directors to uphold their fiduciary duties and properly evaluate the Company’s strategic plan against all potential value-maximizing alternatives.”

About Irenic

Irenic Capital Management, LP is an investment management firm founded by Adam Katz and Andy Dodge. Based in New York City, Irenic works collaboratively with publicly traded companies to ensure operating activities, capital deployment and management incentives are all aligned to create value for the company and its owners. For more information about Irenic, please visit www.irenicmgmt.com.