-Tuckamore Board Refuses to Appoint Independent Board Chair to Oversee
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
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
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