Tuckamore Capital Shareholders Oppose the Proposed Management Buy-Out

  • If the MBO is defeated, Access Holdings intends to propose a new slate of directors that will put forward a clear plan to create value while maintaining Tuckamore as a public company
  • Access Holdings urges clients of Newport Private Wealth to direct their shares to be voted against the MBO
  • www.VoteNOtuckamoreMBO.com

TORONTO, June 24, 2014 /CNW/ - Access Holdings Management Company LLC ("Access Holdings" or "we"), with the support of other shareholders (including institutional shareholders, former directors, former CEOs of Tuckamore businesses, and shareholders holding shares through Newport Private Wealth) who have entered into voting and support agreements (collectively, the "Concerned Shareholders") and who together with Access Holdings own, control, manage or direct more than 5% of the outstanding common shares of Tuckamore Capital Management Inc. (the "Company" or "Tuckamore") (TSX: TX), urges fellow shareholders to protect their interests by voting no to the proposed MBO at a Special Meeting of Shareholders to be held on July 15, 2014 (the "Meeting").  For additional details regarding the solicitation and the Concerned Shareholders, please see our information circular dated June 24, 2014 ("Circular") which has been filed today and is available at www.VoteNOtuckamoreMBO.com.

It is unacceptable that management of the Company, after years of destroying shareholder value, are now proposing to take for themselves the significant remaining value by opportunistically taking the Company private at a low-ball price of $0.75 per share through a management-led buyout (the "MBO") sponsored by Birch Hill Equity Partners.

As detailed below, the proposed MBO:

  • Materially undervalues the Company
  • Is a result of a seriously flawed process that is abusive to non-management shareholders
  • Rewards failed management at the expense of shareholders
  • Would result in substantially less value to shareholders than Access Holdings' plan to revitalize the Company

If the MBO is defeated, we intend to requisition a shareholder meeting, propose a new slate of directors, and execute a clear plan to maximize shareholder value. Details of our proposed slate of independent directors and value maximization plan are provided below. In summary:

Tuckamore is worth much more than $0.75 per share

  • The independent valuation underpinning the proposed MBO is not reliable
    • It relied on financial and other information provided by the same management team trying to buy the business for less than fair value
    • No discounted cash flow analysis was conducted because management claimed to not have long term cash flow projections for any of the operating entities
    • The "independent" valuation relies mainly on representations made by management and did not reflect a critical analysis of the data provided
  • The independent valuation range of $0.60 to $0.81 per share substantially understates Tuckamore's value by more than $120 million, or $1.25 plus per share.  We believe that with the right strategy and with proper management, Tuckamore can be worth more than $2.00 per share. Among other things, the valuation:
    • Is based solely on historical results and doesn't reflect the positive financial trajectory of Tuckamore's largest businesses -- Clearstream and Quantum Murray
    • Values Clearstream using valuation benchmarks from a sale process 18 months ago where LOIs were based on 2012 EBITDA, as opposed to current EBITDA, which is approximately 40% higher
    • Values Clearstream on a multiple of 5x-6x "maintainable" EBITDA, even though: (a) it notes that Tuckamore received offers ranging in value up to $249 million for Clearstream in early 2012 that valued the business at 6.6x LTM EBITDA, at a time when the Company was without a full time industry CEO; (b) management tried to buy the business in early 2013 for approximately 6.5x LTM EBITDA; (c) Clearstream "is exhibiting strong performance and continues to improve on EBITDA" (according to the valuation report itself); and (d) comparable transactions cited in the valuation report indicate a value for Clearstream of 6.5x-7.5X. If a 7.0x multiple (the midpoint) had been used instead, the value would have been higher by approximately $75 million, or another $0.80 more per share
    • Values Quantum Murray using an EBITDA figure of only $3.5 million in spite of a 4-year average EBITDA of $5.3 million and 2014 forecast EBITDA of $6.9 million.  If the forecast EBITDA and a multiple of 8.3x (the midpoint) had been used instead, the value would have been higher by approximately $26 million, or another $0.28 per share
    • Appears to give zero value to Tuckamore's $132 million of capital losses, even though the valuation report states that these could have significant value to a notional buyer.  We calculate the value of this asset to be approximately $0.18 per share

The Company's process was seriously flawed and abusive of non-management shareholders

  • The Board approved the Company entering into an arrangement with Birch Hill without the benefit of a formal valuation because they said the share price was increasing and they wanted to get the deal to market, as per page 19 of the Tuckamore management circular "…due to the sudden and significant increase in the market price of the Shares it was necessary to enter into an arrangement as soon as possible, which would not provide the Company enough time to obtain the receipt of a formal valuation prior to the entering of such an agreement."
    • This single sentence is a stunning indictment of the board's complicity in securing an opportunity for Tuckamore insiders at the expense of non-management shareholders
  • Directors made a recommendation in favor of the MBO before obtaining a formal valuation
  • Directors agreed to unprecedented break fees
  • No bidding process was conducted for the Company as a whole
  • Parties who previously made proposals were rebuffed and not subsequently contacted when the MBO proposal was received
  • No independent financial or legal advisors were engaged
  • No committee of truly independent directors was struck to negotiate MBO terms on behalf of the non-management shareholders
  • Several independent directors who voted to approve the MBO were newly-appointed and un-elected, with only one having any prior public company board experience
  • Two of the "independent" directors who are key principals at Newport Private Wealth each regularly received $250,000 per annum for the performance of management activities
  • Tuckamore agreed to outlandish deal protections -- including a 10% break fee, no go-shop provision (despite the lack of a market canvas for alternate proposals), and a matching right to management; these protections were designed to prevent shareholders from receiving a superior proposal from another party and are egregious in the context of any transaction let alone an MBO
  • The Board adopted a poison pill without shareholder approval and immediately prior to announcing the MBO, in another apparent (or transparent) attempt to disenfranchise non-management shareholders

The Board and management have failed at overseeing and operating the business, while personally benefiting management

  • Today, 6 of 7 Company holdings generate less earnings than they did prior to current Tuckamore management joining
  • Many former operating company owners have left due to frustration with management
  • History of inside dealings and an incestuous relationship between Tuckamore management and directors from Newport Private Wealth (which shares the same address as Tuckamore)
  • Tuckamore director compensation, in particular as provided to Messrs Kinney and Brown, is greater than at most major Canadian corporations, and is over three times larger than the average cash compensation of directors for the five largest publically traded companies in North America
  • Significant board turnover with 12 directors departing since Dean MacDonald's arrival in December 2008, and their replacements resulting in a board with little independence and strong ties to management
  • In spite of disappointing share price performance, certain Tuckamore directors affiliated with Newport Private Wealth paid themselves more than the Newport clients who own Tuckamore shares received from the performance of those shares over the same period
  • The members of the senior management team participating in the MBO are apparently entitled to millions of dollars in "change of control" payments, despite themselves being the party acquiring control
  • From January 2009 when incumbent management joined to December 2013, Tuckamore's stock price dropped by more than 43% during a period in which the market increased by over 46% for a total return delta of 90%
  • The total compensation for the top five managers at Tuckamore and Tuckamore's board of directors for the four year period ending in 2012 (2013 data not yet available), exceeded the average market cap of the Company for that period

Tuckamore's senior executives have mismanaged this business. Now they are proposing to reward themselves by buying it back on the cheap, along with their partners at Birch Hill. It is up to Tuckamore's non-management shareholders to make sure that doesn't happen. Vote no to the MBO.

We have a plan to revitalize the Company and increase shareholder value

Under our plan:

  • Former owners and key managers of the operating businesses have agreed to join a reconstituted Board of Directors to work together to reverse the years of damage under the current management team
  • Current excessive Company overhead costs can likely be reduced by 50%
  • We are prepared to have the Company refinance and deleverage the business on market-based terms, subject to approval of any transaction terms by an independent board of directors
  • By not proposing to effect a change of control of the Company and continuing to operate the Company as a public company, our plan will allow shareholders to avoid losing the full benefit of the Company's $132 million of tax losses
  • We will consider alternative liquidity options for shareholders who seek to exit their investment

We urge our fellow shareholders to be the smart money here, reject the MBO, replace the board, and realize a better return on their investment.

The Concerned Shareholders have serious issues with the MBO announced on May 5th, 2014 and approved by the Tuckamore board of directors and entered into with insiders Dean MacDonald (a director and the Chief Executive Officer of Tuckamore) and Adrian Montgomery (the Chief Investment Officer of Tuckamore), and with the financial support of Birch Hill Equity Partners. The MBO is abusive to non-management shareholders, and is the result of a fatally flawed process that failed to adequately represent the interests of minority shareholders.  We believe that Tuckamore is worth much more than the $0.75 offered under the MBO and that taking the Company private at this time is highly opportunistic and not in the interest of shareholders.  We believe the board of directors of the Company did not exercise independent business judgment and did not give adequate regard to the interests of non-management shareholders.

"For years Tuckamore shareholders have been forced to live with a sub-optimal capital structure, excessive executive and board compensation, management's failure to manage corporate overhead costs, a lack of transparency, the absence of any real thesis or plan to create value, and share price underperformance relative to any index of peers and to Tuckamore's potential.  The proposed terms and price of the MBO is a final insult to Tuckamore shareholders by both management and the board. We believe it is imperative that shareholders vote no to the MBO to protect their interests and the value of their investment. We also believe it is time for new leadership on Tuckamore's board who will unlock shareholder value by acting as independent fiduciaries, aligning the interests of management and shareholders, adopting corporate governance best practices, optimizing the investment portfolio with a new management team that has relevant private equity experience, and focusing relentlessly on improving operational performance and financial flexibility," said Kevin McAllister, Managing Partner of Access Holdings.

"We believe that our value creation plan can generate multiples of the current value offered and leave the company public to allow beleaguered shareholders to participate in future value creation potential. Doing so, however, will require a change to a board of directors and management at Tuckamore that in our opinion has spent the last five years putting their own interests ahead of shareholders," said Mr. McAllister.

"Birch Hill's interest, in spite of management's poor performance track record, should be a clear indication to all of the significant upside Birch Hill expects to realize," added McAllister, "The same value opportunity that has attracted Birch Hill can be replicated and we believe exceeded for the benefit of all of Tuckamore's public shareholders by removing existing holding company management and focusing on the portfolio as our value creation plan outlines."

ACCESS HOLDINGS IS PRESENTING THE FIRST CLEAR VALUE CREATION PLAN FOR SHAREHOLDERS IN FIVE YEARS AND BRING THE RESOURCES TO EXECUTE

Value is optimized for shareholders by revitalizing the board with directors who bring relevant industry experience, observe good governance and are truly independent, and who will quickly act on the following Value Creation Plan:

  • Re-engage with certain former owners and key managers of the operating businesses, many of whom have told us they left over the past five years out of frustration with the lack of capital and poor management support from Tuckamore, and the excessive compensation awarded to Tuckamore executives.
  • Our proposed operating team includes:
    • Paul Gour, the former CEO at Clearstream Energy Services and Titan Supply.  Under Paul's leadership Clearstream was formed from 21 operating companies and EBITDA grew by more than 50% in three years.
    • Jeff Westeinde, the founder of Quantum and former CEO of Quantum Murray.  Under Jeff's leadership Quantum Murray was a $20 million EBITDA business as compared to the $3.5 million EBITDA used to value the business in the valuation report for the MBO.
  • Reduce excessive and unproductive corporate overhead costs likely by as much as 50% through the elimination of excessive executive compensation, overhead expenses and office space.  Based on the Company's current valuation multiple this alone should create over $20 million of enterprise value or nearly $0.25 of value per share.
  • Bring in a new management team with proven private equity deal and portfolio management experience, who have the ability to re-build collaboration and rapport with Tuckamore's operating company management teams and other stakeholders, engage in an open and transparent dialog with shareholders and actively manage the optimization of the portfolio.
  • We are prepared as and when needed, and with the assistance of leading market credit providers, to have the Company refinance its balance sheet to address pending debt maturities and avoid having to sell any operating companies under duress.  This will also allow the operating companies to reinvest their free cash flow for growth.  Debt refinancing terms have been sourced from a number of Canadian banks and US debt funds with whom we have long-standing relationships, and can be used to the extent existing debt investors do not want to amend and extend the existing facilities. Any such refinancing would be done on market terms, subject to the approval of an independent and elected board of directors with public company and capital markets experience.
  • Keep Tuckamore public and avoid a change of control to ensure that shareholders enjoy the full benefit of the Company's $132 million tax asset, plus any future upside.

The goal of this plan is to unlock the latent value that exists for all shareholders.  The proposal would preserve Tuckamore as a public company as we believe emphatically that the take-private transaction for Tuckamore shareholders is opportunistic and a poor value maximizing alternative because the company's $132 million tax asset will be lost to shareholders. With proper management engagement and relevant industry expertise, the Tuckamore portfolio can be grown for the benefit of all shareholders.

INDEPENDENT, PROVEN AND EXPERT NOMINEES FOR DIRECTORS

As noted above, if the MBO is defeated, we intend to propose a new slate of directors and a clear plan to create value while maintaining Tuckamore as a public company. Our director nominees (the "Nominees"), each of whom has committed to invest personally in shares of Tuckamore if elected to the Board, are seasoned industry executives and public company directors with track records of creating and preserving shareholder value, and include past owners and managers of Tuckamore's key operating businesses, as follows:

  • Jeff Westeinde: Mr. Westeinde co-founded Quantum Environmental Group in 1992 and served as the CEO of Quantum Murray LP until 2011, having championed the merger in 2007 with Murray Demolition. Under his leadership Quantum Murray achieved revenues of $230 million and employed over 800 professionals from offices throughout British Columbia, Alberta, Saskatchewan and Ontario. Mr. Westeinde has been distinguished as Entrepreneur of the Year by Ernst and Young, named one of Canada's Top 40 under 40 by the Globe and Mail, recognized with the Young Alumni Award from the University of Western Ontario and has been awarded the Queen's Diamond Jubilee medal for his distinguished service to Canada.

  • David Drinkwater: Mr. Drinkwater is a Senior Adviser at Rothschild Canada where he was Chairman from 2009 to 2013. Previously, Mr. Drinkwater held various senior executive roles at Nortel Networks, Ontario Power Generation Inc. and Bell Canada. He is also a former Senior Partner of the law firm of Osler, Hoskin & Harcourt LLP. Mr. Drinkwater served as Executive Assistant to the Chair of Ontario Securities Commission and has been an Independent Director at TransAlta Renewables Inc., Consumers Water Heater Income Fund, Clean Power Operating Trust of Clean Power Income Fund and Hollinger Inc. Mr. Drinkwater holds a LL.M. from the London School of Economics, LL.B. from Dalhousie University and a B.A. in Business Administration from the Richard Ivey School of Business at the University of Western Ontario.

  • Byron Dunn: Mr. Dunn is the founder and CEO of Independence Contract Drilling. Previously, Mr. Dunn has held the position of CEO at CAMAC Energy Inc. and GES-Global Energy Services and various senior executive positions at Harvest Natural Resources, Inc. and National Oilwell Varco, Inc.  and Chairman of the Board of TTS Marine ASA. Mr. Dunn also held increasingly responsible roles in the UBS Global Energy and Power Group, serving as Oilfield Service Research Global Sector Coordinator and later as Executive Director of the Investment Banking Group. Earlier in his career, Mr. Dunn was Manager of Upstream Business Development and Acquisitions for Phibro Energy. He began his career with Chevron USA, where he worked as Drilling Engineer in the Gulf of Mexico, later becoming Eastern Region Production Coordinator. Mr. Dunn graduated from the Illinois Institute of Technology with a degree in chemical engineering in 1980 and an MBA from the University of Chicago in 1986. He is a member of the American Institute of Chemical Engineers, the Society of Petroleum Engineers and the National Association of Corporate Directors.  Mr. Dunn is also a Fellow with the National Association of Corporate Directors.

  • John Bell: Mr. Bell is Chairman of Onbelay Capital Inc. and is a prior director and head of the audit committee of Tuckamore. Mr. Bell is a director at Strongco Corporation, Royal Canadian Mint and DelMar Pharmaceuticals Inc. Previously Mr. Bell has served in executive and directorship positions at Shred-Tech Limited, Polymer Technologies, ATS Automation and Tooling Systems, BSM Wireless, Hospitals of Ontario Pension Plan, Cambridge Memorial Hospital, Waterloo Regional Police Commission, Canada's Community Triangle Accelerator Network and Region of Waterloo Prosperity Council. Mr. Bell is a Fellow of the Institute of Chartered Accountants of Ontario, and a graduate of the University of Western Ontario, School of Business Administration (Ivey).  Mr. Bell also holds the ICD.D, FCP and FCA designations.  John Bell exercises control or direction over 302,352 shares of the Company.

  • Paul Gour: Mr. Gour is the founder of PLNS Ventures Inc., an investor in low and mid-market companies in the Alberta region. Prior to founding PLNS Ventures, Mr. Gour served as the CEO of two of Tuckamore Capital's operating companies: Clearstream Energy Services from 2009 to 2011, where he aligned 21 businesses into four operating segments and increased EBITDA by over 50%, and Titan Supply from 2007 to 2011, where he led numerous business process / operational improvements and guided the Company through the challenging 08/09 time period. Mr. Gour has over 30 years of experience in heavy equipment, International sales, transportation, distribution, and services business. Having started his career with Finning (Canada), Mr. Gour has gained significant exposure to the oil & gas, construction, mining and forestry industries.  Mr. Gour holds an MBA from the University of Alberta with a focus on acquisitions, finance and international business.

  • Kevin McAllisterMr. McAllister founded Access Holdings, a private investment firm.  Prior to Access Holdings, Kevin was with Sterling Partners where he was a member of the Investment Committee.  In Canada, he most recently led the sourcing, underwriting, execution and management of Livingston International (formerly TSX-listed Livingston International Income Fund), Foundation Partners Group (formerly assets and management team from TSX-listed Keystone International IDS) and Conversant (formerly TSX-listed MOSAID).  Mr. McAllister began his private equity career in the Buyout Group of American Capital (NASDAQ: ACAS) and has been a member of the board of directors of FPG (member of the Audit and Compensation committees), Conversant (member of the Audit and Compensation committees), Livingston International (member of the Audit committee), Milton's Fine Foods and nSpired Natural Foods.  Kevin is also the former Chairman of the Chicago Association of Private Equity Executives. Kevin holds an MBA from the University of Chicago, Graduate School of Business and a BA in Economics from Dickinson College. Kevin McAllister exercises control or direction over 600,000 shares of the Company.

Potential Conflict of Interest Regarding Newport Private Wealth

We are further concerned that shares of Tuckamore owned by clients of Newport Private Wealth may be voted in favor of the proposed MBO against the best interests of these clients. The Tuckamore management circular states that Newport's investment committee has agreed to recommend to its clients to vote in favour of the proposed MBO. We understand that it is Newport's policy to vote their clients' shares in accordance with the recommendation of Newport's investment committee unless Newport receives a specific direction from its client that the client would like to vote differently. To prevent their shares from being voted for the proposed MBO, clients of Newport must direct their financial advisor to vote their shares against the proposed MBO.

Newport Private Wealth has control or direction (but not beneficial ownership) over 31.4% or 25,202,855 common shares. This includes 3,361,893 shares owned by Company directors and officers. Two of Tuckamore's supposedly independent directors, Chairman Douglas Brown and Mark Kinney, are also partners in Newport Private Wealth.  And both Tuckamore and Newport's websites show the same business address.

Further, senior management and the board of Tuckamore sold Newport Private Wealth itself to its current partners (including Douglas Brown and Mark Kinney) in 2010.  It appears that no sale process was conducted and no independent committee of directors formed to ensure that non-management shareholders received fair value, with the Company disclosing that they only sought a third party valuation.

Moreover, as disclosed in the Tuckamore management information circular, in addition to the Tuckamore management team, the two Newport Private Wealth directors are also receiving special option benefits related to the MBO that are not being offered to other shareholders.  The nature of the relationship between Newport Private Wealth's partners and Tuckamore senior management is at best unclear and at worst mutually beneficial at the expense of Tuckamore shareholders, including Tuckamore shareholders that are clients of Newport Private Wealth.

For all of these reasons, and the fact that the MBO price significantly undervalues Tuckamore, we urge all Newport clients to direct their financial advisor to vote no to the MBO.

Advisors

Access Holdings has engaged Osler, Hoskin & Harcourt LLP as legal advisor and Longview Communications Inc. as communications advisor in connection with its efforts to stop the proposed MBO, replace the Tuckamore board and enhance value for all Tuckamore shareholders.  CST Phoenix Advisors has been retained as proxy solicitor and strategic advisor.

Additional Information Concerning the Nominees

Except as provided below, to the knowledge of the Concerned Shareholders, no Nominee is, at the date hereof, or has been, within 10 years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company that (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (each, an "order"), in each case that was issued while the Nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) a director or executive officer of any company that, while such Nominee was acting in that capacity, or within a year of such Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) someone who became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Nominee.

Mr. Drinkwater was a director of Hollinger Inc. from August 2005 to June 2008. Mr. Drinkwater agreed to join the Hollinger Inc. board of directors at the request of a shareholder to deal with certain management misconduct. On August 1, 2007, Hollinger Inc. obtained an initial court order granting it creditor protection under the Companies' Creditors Arrangement Act (Canada) and made a concurrent application for a companion order under Chapter 15 of the United States Bankruptcy Code.  Mr. Drinkwater became an officer of Nortel Networks Corporation and Nortel Networks Limited on December 19, 2005. On January 14, 2009, Nortel Networks Corporation, Nortel Networks Limited and certain other Canadian subsidiaries initiated creditor protection proceedings under the Companies' Creditors Arrangement Act (Canada). Certain U.S. subsidiaries filed voluntary petitions in the United States under Chapter 11 of the United States Bankruptcy Code, and certain Europe, Middle East and Africa subsidiaries made consequential filings in Europe and the Middle East. Mr. Drinkwater resigned as an officer of Nortel Networks Corporation and Nortel Networks Limited effective March 31, 2009.

Except as provided below, to the knowledge of the Concerned Shareholders as at the date hereof, no Nominee has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Nominee.

Mr. Drinkwater was a director of Hollinger Inc. from August 2005 to June 2008. Hollinger Inc. was the subject of several cease trade orders issued between 2004 and 2008, due to its failure to file financial statements on a timely basis, and Mr. Drinkwater became subject to certain such orders as a result of his appointment as a director.

Each of the Nominees is qualified to be a director under the Business Corporations Act (Ontario). Each of the Nominees is "independent" of Tuckamore (within the meaning of Sections 1.4 and 1.5 of National Instrument 52-110 - Audit Committees).  Each of the Nominees has consented to serving as a director of Tuckamore and, if elected, will hold office until the close of the next annual meeting of shareholders or until his successor is elected or appointed, unless his office is earlier vacated. Other than Mr. Bell, none of the Nominees has been or is currently a director of Tuckamore, and other than Mr. Westeinde and Mr. Gour, none of the Nominees has held any other position or office with Tuckamore. None of the Nominees is to be elected under any arrangement or understanding between such Nominee and any person or company.

Additional Information

Access Holdings controls, manages or directs 600,000 common shares of Tuckamore and has the support of institutional shareholders former directors, former CEOs of Tuckamore businesses, and shareholders holding shares through Newport Private Wealth who collectively own, control, manage or direct 4,036,618 common shares of Tuckamore pursuant to voting and support agreements Access Holdings has entered into with such other shareholders. Collectively, the Concerned Shareholders own, control, manage or direct an aggregate of 4,636,618 common shares of Tuckamore, representing approximately 5.7% of the issued and outstanding common shares of Tuckamore on a non-diluted basis.  Additional details relating to the voting and support agreements may be found in the Circular.

We have filed a proxy and an information circular dated June 24, 2014 containing the information required by applicable law in connection with the matters referred to in this press release. The Circular and form of proxy will be available on Tuckamore's company profile on SEDAR at www.sedar.com.

Cautionary Statement Regarding Forward‐Looking Statements

This press release contains forward‐looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward‐looking, and the words "anticipate", "believe", "expect", "estimate", "plan", "should", "will" and similar expressions are generally intended to identify forward‐looking statements. These statements are based on current expectations of Access Holdings and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. We do not assume any obligation to update any forward‐looking statements contained in this press release.



SOURCE Concerned Shareholders of Tuckamore

For further information:

Investor Contact

CST Phoenix Advisors
Tel: 1-800-294-3174
Fax: 1-888-509-5907
Email: inquiries@phoenixadvisorscst.com

www.VoteNOtuckamoreMBO.com

Media

Longview Communications Inc. 
Joel Shaffer
(416) 649-8006
jshaffer@longviewcomms.ca