ACCESS Predicts Tuckamore Shareholders Will Reject Management Buyout
-Tuckamore Board Refuses to Appoint Independent Board Chair to Oversee Special Meeting
TORONTO, July 10, 2014 /CNW/ - Access Holdings Management Company LLC ("Access Holdings" or "we") today provided its tally of votes AGAINST Tuckamore Capital Management Inc. (the "Company" or "Tuckamore") (TSX: TX) management-led buyout (MBO). A Special Meeting of Tuckamore Shareholders is scheduled to take place on July 15, 2014. In order to pass, the Arrangement Resolution requires the support of 66.6% of the shares actually voted at the meeting. Based on the number of shares that have been voted AGAINST the MBO on the YELLOW proxy, plus the number of shares held by other shareholders who have publicly disclosed their intention to vote AGAINST the MBO or who confirmed to Access Holdings to date that they have voted AGAINST the MBO, Access Holdings expects over 45% of Tuckamore's total issued and outstanding shares will be voted AGAINST the Arrangement Resolution at the Meeting and that the MBO will be defeated. Access expects that this will represent a majority of the shares actually voted at the meeting.
Last week, Access Holdings sent a letter to the Tuckamore Board requesting that it follow best governance practices in conducting the Special Meeting and take other procedural measures to ensure the Meeting is conducted transparently and with integrity to properly reflect the wishes of Tuckamore shareholders. In particular, since the incumbent Chair of the Board is not independent, as determined by Tuckamore itself for prior meetings of shareholders, and given the contested nature of the Special Meeting, we requested that Tuckamore appoint an independent Chair to oversee the Special Meeting. Tuckamore has not responded to this request.
We urge Tuckamore to recognize the will of the shareholders and to cease expending substantial Company resources in furtherance of the MBO. Access will oppose any attempts to disenfranchise any Tuckamore shareholders whether through stalling tactics or through frivolous or vexatious legal positioning and proceedings.
Once the MBO is defeated, we intend to requisition a shareholder meeting and nominate a slate of qualified directors, who we are confident will execute a clear plan to maximize value for all shareholders.
Access Holdings, with the support of other shareholders (including institutional shareholders, former directors and former CEOs of Tuckamore businesses and shareholders holding shares through Newport Private Wealth) who have entered into voting and support agreements, collectively own, control, manage or direct more than 5% of the outstanding common shares of Tuckamore. For more information, please go to http://www.VoteNOtuckamoreMBO.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. Access Holdings does not assume any obligation to update any forward‐looking statements contained in this press release.
SOURCE Concerned Shareholders of TuckamoreFor further information:
CST Phoenix Advisors
Longview Communications Inc.