-Three of six Tuckamore directors not elected by shareholders but continue making material decisions on their behalf
-Shareholder meetings have been cancelled or postponed multiple times in the last few months
-Tuckamore fails to engage on superior financing proposal
TORONTO, July 30, 2014 /CNW/ - Access Holdings Management Company ("Access Holdings" or "we"), alerts fellow shareholders of Tuckamore Capital Management Inc. (the "Company" or "Tuckamore") (TSX: TX) to the continuing tactical maneuvers of the Company apparently designed to avoid any meaningful engagement with Tuckamore shareholders, including Access Holdings:
- Three of Tuckamore's directors were appointed by the Company's incumbent non-independent directors in the Fall of 2013 and have never been elected by Tuckamore shareholders. These six directors then supported a failed management buy-out ("MBO") and a dilutive private placement without seeking superior alternatives.
- The Board of Directors cancelled the June Annual General Meeting. Given applicable corporate law requirements to hold an annual meeting within six months of Tuckamore's yearend, a responsible Board would have scheduled a vote on directors to take place at the same time as a vote on the MBO was scheduled, but Tuckamore's Board did not do so.
- Faced with overwhelming shareholder opposition to the MBO, on July 11, 2014, Tuckamore unilaterally postponed the shareholder meeting to vote on the MBO from July 15, 2014 to July 31, 2014.
- Tuckamore terminated the MBO on July 25, 2014 allowing it to not disclose the voting results, which would have shown the overwhelming rejection of the MBO by Tuckamore shareholders.
Failure to Engage on Superior Financing Proposal
Following the announcement that Tuckamore had entered into a dilutive financing agreement with a party that was not a shareholder, a consortium of existing shareholders – including Access Holdings – sent a letter to Tuckamore's Board of Directors offering superior, non-dilutive financing terms (the "Consortium Offer"). Despite terms that include a better price, an opportunity for existing shareholders to participate and no unnecessary back end restructuring fees, Tuckamore has not engaged on the Consortium Offer. Further details regarding the Consortium Offer are included in the press release issued by Access Holdings on July 28, 2014. The failure by Tuckamore's Board and management to even engage on a clearly superior non-dilutive offer suggests an alternative purpose of the dilutive placement to one party, at the same time as Tuckamore announced its annual general meeting for the election of directors.
Access Holdings has spoken with many shareholders as part of our successful effort against the ill conceived and now cancelled MBO, and remains committed to a path forward where all shareholders who wish to do so will have the opportunity to participate in future value creation at Tuckamore.
This is not a solicitation of proxies nor intended to solicit any proxies or votes.
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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