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 decisions.
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 Inc.
- 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" and
- 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 protected]
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
Email: [email protected]
Longview Communications Inc.