Calian Group Announces Governance Changes to Support Strategic Operations Following Agreement with Plantro Ltd.
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, November 11, 2025 - 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, ahighly respected M&A lawyer with extensive experience as a public company directorrecommended 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.
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.
Noah Note: I tend to stay out of commenting about comoany reorganizations and such. I don't geel there is much to say, although Calian is someone I could make a tiny exception for. I await more details, and I am willing to trust this process. The comoany has been undergoing this restructing a while, and a lot of these felt a bit inevitable. However I do take a stanvce of caution until more information is available.
Long-Time CEO Kevin Ford is stepping down on the 1st of January. The rumor is that only the IT division will be sold off, however that has yet to be seen.
Hello Noah, excellent articles! I have read The Ice Breaker article of 02 September titled “Hostile Takeover: Calian in Crosshairs”. Although my knowledge of proprietary IT is poor, I found the article disturbing to discover the potential sale of Canadian IT to an American firm may result in Canadian tech, moving forward in improvements or sales would be subject to American ITAR or other regulations. Knowing you are extremely busy on myriad subjects, would it be possible to create an article on Canadian military IT (and other, as appropriate) for us non-legal types. Thank you.