TORONTO, July 2, 2014 /CNW/ - Access Holdings Management Company LLC
("Access Holdings" or "we") announced today that Institutional
Shareholder Services ("ISS") has recommended that its clients vote
AGAINST the management-led buyout (MBO) of Tuckamore Capital Management
Inc. (the "Company" or "Tuckamore") (TSX: TX) at a Special Meeting of
Shareholders to be held on July 15th, 2014.
ISS is a leading independent international corporate governance analysis
and proxy voting firm, serving approximately 1700 institutional
investor clients. ISS' recommendations are intended to assist
institutional shareholders in making choices regarding proxy voting
In recommending that its clients vote AGAINST the proposed MBO
arrangement, ISS has added its powerful and independent voice to the
growing list of Tuckamore shareholders who have lined up to vote no to
the MBO. This list includes:
Canso Investment Counsel Ltd., which owns or controls 14.6% of the
common shares of Tuckamore which has publicly announced it will vote NO
against the MBO;
JC Clark Ltd., a leading independent investment firm based in Toronto,
which has publicly announced it currently owns or controls
approximately 8.1% of the outstanding common shares of Tuckamore, a
majority of which were held as of the record date and will be voted NO
against the MBO;
Access Holdings, with the support of other concerned shareholders who
together with Access Holdings own, control, manage or direct more than
5% of the outstanding common shares of Tuckamore Capital Management
Institutional shareholders, former Tuckamore directors, former CEOs of
Tuckamore businesses, and shareholders holding shares through Newport
Private Wealth, who have entered into voting and support agreements
with Access and who collectively comprise the "Concerned Shareholders"
Numerous other institutional and retail investors, as well as clients of
Newport Private Wealth, who have advised Access they have voted proxies
or indicated an intention to vote proxies NO against the proposed MBO.
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 shareholder value.
We urge all Tuckamore shareholders to exercise their right to vote and
protect their investment by voting only the YELLOW proxy.
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
Even if you already voted a management proxy, you have the every right
to change your vote. Simply submit a later dated YELLOW proxy which
automatically revokes any previously voted proxy.
In order to be deposited in time to be used at the meeting, your YELLOW
proxy must be received and voted prior to 5:00 p.m. (Toronto Time) on
July 10, 2014
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.