- Instruct Your Financial Advisors to Vote NO to the Tuckamore MBO
- Go to www.voteNOtuckamoreMBO.com to learn more
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 Wealth
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 MBO.
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 shareholder value.
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
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