(MENAFN- PRovoke) TORONTO - Former shareholders and employees of Argyle are suing entrepreneur Arlene Dickinson, claiming they were misled into joining a marketing roll-up that left them with significantly devalued shares and unpaid compensation.

Dickinson is a prominent Canadian business figure, best known for her long-running role as an investor on CBC's Dragons' Den, a TV series similar to the US's Shark Tank. Her high-profile ventures, including her role on Dragons' Den, helped lend credibility to the creation of Believeco:Partners, the holding company now at the center of the suit.

The plaintiffs, who were part of Argyle before it rebranded as ChangeMakers, say they bought into the 2022 formation of BCP, a holding company that brought together several PR, marketing and creative agencies under one umbrella. The suit, filed in Ontario Superior Court, alleges that Dickinson and her company, Arlene Dickinson Enterprises, misrepresented the strength of her firm, Venture Communications, and the prospects of the merged entity.

The group is seeking CAD $17.5 million in damages, including compensation for devalued shares, unpaid earn-outs, and punitive damages. The plaintiffs include former shareholders and executives from multiple firms involved in the merger, not just Argyle.

Founded in 1979, Argyle was one of Canada's most established independent PR firms and the only PR agency in the BCP group. Known for its work in corporate communications, public affairs, and stakeholder engagement, Argyle became part of ChangeMakers as part of the merger. While the firm was affected by the disruption, it has retained its client base and continues to operate under the ChangeMakers name.

According to people familiar with the situation, the deal had serious consequences, particularly for smaller shareholders who invested personal savings or borrowed against home equity to buy in. Most rolled the value of their shares into the new entity. Within a year, that value had collapsed. Some also describe being blindsided by the lack of financial visibility and the speed at which control became centralized.

At the time of the deal, the plaintiffs collectively held roughly 20% of BCP. Following multiple rounds of capital raises, that stake was diluted to under 3%. The company's valuation, the suit claims, fell from $65 million to about $15 million. In addition, approximately $1.8 million in post-merger purchase price adjustments allegedly owed to Argyle's former shareholders remains unpaid.

The lawsuit also alleges that Dickinson insisted on collapsing financial reporting into a single P&L across the holding company, making it difficult for partners to track agency-level performance. Internally, those involved say Venture's actual revenue and client base did not reflect the valuation that had been assigned pre-merger, contributing to a financial shortfall that ultimately required private equity injections to keep the business afloat. Multiple people familiar with the business say Venture's projections were based in part on early-stage or speculative client relationships that never matured as expected.

While Argyle and the other founding agencies operated independently at first, the group has since rebranded and consolidated into ChangeMakers, now functioning as a single national agency. Several people familiar with the transition say the business has stabilized, with smoother operations and improved leadership structure following a difficult first year. Argyle, in particular, is described as having maintained strong client relationships and a talented team throughout and is now seen as being in a solid position within the larger group. The firm, known for long-standing partnerships with clients across sectors, is understood to have benefited from that stability during a period of internal disruption. Stefan Moorest, who previously served as COO, is currently interim CEO.

Although the lawsuit was filed in May, it continues to resonate quietly across parts of the Canadian PR industry. The BCP deal was originally seen by some as a possible path to scale, a way for independent firms to join forces without selling to a global network. For those who were part of it, and for those watching closely, it now serves as a cautionary example of what can happen when deal structures, financial assumptions, and post-merger governance don't hold up.

Dickinson and Arlene Dickinson Enterprises have not publicly responded to the allegations. The plaintiffs are seeking damages and punitive compensation.

MENAFN05082025000219011063ID1109889413