TORONTO, June 25, 2014 /CNW/ - Access Holdings Management Company LLC ("Access Holdings" or "we") announced today that it has brought a number of serious concerns to the attention of the Ontario Securities Commission (the "OSC") in relation to the proposed management-led buyout (MBO) of Tuckamore Capital Management Inc. (the "Company" or "Tuckamore") (TSX: TX) sponsored by Birch Hill Equity Partners.
Access Holdings has urged the OSC to investigate the details of the proposed MBO, as it is abusive of the Ontario capital markets and of non-management shareholders of Tuckamore. Among other concerns:
- The deal protections contained in the proposed MBO are both preclusive and coercive, including the unprecedented break fees.
- The public disclosure relating to the proposed MBO appears to be deficient, at best; this includes a lack of clarity regarding the relationships between Tuckamore's management and Board, and the principals of Tuckamore's largest shareholder, Newport Private Wealth Inc.
- Tuckamore's Board's failure to obtain independent legal and financial advice, as well as its failure to obtain a formal valuation prior to its approval of the MBO
- Tuckamore's Board failed to constitute a special committee of independent directors, all the more alarming as management is the primary proponent of the transaction
Tuckamore Shareholders Urged to Vote NO to the Tuckamore MBO
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. The proposed MBO materially undervalues the Company and is a result of a seriously flawed process that is abusive to non-management shareholders. It rewards failed management at the expense of Tuckamore's shareholders and, if allowed to go through, would result in substantially less value to shareholders than Access Holdings' plans 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.
Particularly, we emphasize the apparent conflicts of interest surrounding the relationship between Tuckamore's management and Board and Newport Private Wealth and, in light of this, strongly encourage clients of Newport Private Wealth, who are also shareholders of Tuckamore, to contact their financial advisors to provide specific direction for their shares to be voted AGAINST the MBO.
Access Holdings has recently mailed proxy materials, which will arrive next week (June 30th – July 4th). We thank you for your support to date and your expressed intent to Vote NO to the Tuckamore MBO. In the interim, if you would like to vote in advance of receiving your materials simply contact your broker and request the 12-digit control number from your YELLOW voting instruction form and revisit www.votenotuckamorembo.com to cast your vote. If you have any questions or would like assistance voting against the MBO, please contact CST Phoenix Advisors toll-free by dialing 1-800-294-3174 or by email at firstname.lastname@example.org
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, oppose the MBO. For further details, please see our information circular dated June 24, 2014 which is available at www.VoteNotuckamoreMBO.com and 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. Access Holdings does 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: email@example.com; www.voteNOtuckamoreMBO.com, Media: Longview Communications Inc., Joel Shaffer, (416) 649-8006, firstname.lastname@example.org