TORONTO, June 27, 2014 /CNW/ - Access Holdings Management Company LLC
("Access Holdings" or "we") urges clients of Newport Private Wealth
Inc. ("Newport") which own common shares of Tuckamore Capital
Management Inc. (the "Company" or "Tuckamore") (TSX: TX) to instruct
their Newport financial advisor to vote NO to the Tuckamore MBO at a Special Meeting of Shareholders to be held on July 15th, 2014.
Five Questions You Should Ask Your Financial Advisor at Newport Private
Newport has control or direction (but not beneficial ownership) over
31.4% or 25,202,855 Tuckamore Shares. This includes 3,361,893 Tuckamore
Shares owned by Company directors and officers. Two of Tuckamore's
directors, Chairman Douglas Brown and Mark Kinney, are also Partners in
Newport. Newport agreed to recommend in favour of the proposed
management-led buyout (MBO) of Tuckamore sponsored by Birch Hill Equity
Partners. Other shareholders, including several large institutional
shareholders, have independently and publicly announced they will not
support the MBO because it does not offer fair value.
Here are five questions every Tuckamore shareholder who is also a
Newport client should ask their financial advisor regarding the
proposed Tuckamore MBO.
When it agreed to recommend in favour of the MBO, was the Newport
investment committee aware that: (a) Tuckamore did not conduct a
competitive sales process or price check; (b) the Tuckamore Board did
not have the benefit of advice from independent legal or financial
advisors; (c) the terms of the MBO included highly unusual and
preclusive deal protection measures and (d) the transaction was not
reviewed by a special committee of independent directors?
What are the terms and conditions upon which Newport agreed to recommend
in favour of the MBO and what are the circumstances under which Newport
can retract its recommendation?
What did the Newport directors on Tuckamore's Board do to earn director
fees that are greater than directors earn at some of the largest
publicly-traded companies in North America?
In light of their relationships with both Tuckamore and Newport, how
could Newport directors on the Tuckamore board conclude it was
appropriate for them to be defined as "independent" directors and be
part of the review and approval of the MBO?
Is it true that Newport and Tuckamore share the same business address
and that the partners of Newport acquired their firm from Tuckamore
without a sale process and for a lower value than Tuckamore originally
paid for the business? What exactly is the relationship between the
two companies and what steps has Newport taken to manage and mitigate
any actual or potential conflicts of interest?
Access Holdings urges every Newport client to contact his or her Newport
representative prior to July 4, 2014 and instruct them to vote your
shares against the Tuckamore MBO. If you don't, Newport will vote your
shares in favour of the deal and the management insiders will harvest
your value while you get taken out for just $0.75 per share.
Since Access Holdings does not have the contact details for Newport
clients and cannot ensure they receive adequate details to make an
informed decision, those who receive this message are strongly
encouraged to reach out to other Newport clients to ensure they are
aware of their right to have their shares directed to vote NO to the
Access Holdings has recently mailed proxy materials, We thank you for
your support to date and your expressed intent to Vote NO to the Tuckamore MBO. If you have not received our package which includes a YELLOW proxy and
would like to vote we urge you to 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 email@example.com
Vote NO to the Tuckamore MBO
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 (as detailed on www.voteNOTuckamoreMBO.com). 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
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:
CST Phoenix Advisors
Longview Communications Inc.