TORONTO, ONTARIO--(Marketwired - Jun 27, 2014) - Tuckamore Capital Management Inc. (TX.TO)(TX-DBB.TO) ("Tuckamore" or the "Company") responded today to Access Holdings Management Company LLC's ("Access") repeated attempts to mislead shareholders.
Access, owning less than 1% of Tuckamore's shares, and having being exposed for two prior attempts to covertly acquire control of Tuckamore, continues to make blatantly false statements about Tuckamore, its Board, and shareholders. Access is engaged in a naked attempt to confuse, distract and misdirect shareholders from its own egregious prior conduct and plan to seize Tuckamore. Shareholders have a right to the facts.
5 Important Facts and Responses for Tuckamore Shareholders
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Tuckamore Chairman Douglas Brown and Director Mark Kinney did not participate in the formal decision making process at Newport Private Wealth Inc. ("Newport"), as it relates to their clients' holdings in Tuckamore. Newport's independent Investment Committee conducted a thorough process in advance of making its recommendation.
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Mr. Brown and Mr. Kinney have both entered into agreements to vote their own personal shareholdings in favour of the $0.75 cash offer, and are not part of the group purchasing Tuckamore.
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Newport who has control or direction over 31.4% of Tuckamore's shares, has a strong and vested interest in maximizing the value of its clients and portfolio managers' personal share holdings. The Investment Committee of Newport has reserved its right to change its recommendation to its clients in certain circumstances that include the receipt of a superior bid.
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Mr. Brown and Mr. Kinney as Directors of Tuckamore expend significant time and effort working on behalf of shareholders, AND in many cases act as Directors of our portfolio companies. In their enhanced capacities as Directors of Tuckamore, they play a substantial role in advising the management teams of our portfolio companies. Mr. Brown and Mr. Kinney's leadership has been recognized by management, each Board of Directors and its independent Governance and Compensation Committee (including John Bell, a member of the Access team) and it has always been a matter of public record.
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Tuckamore's Board approved the $0.75 cash offer after engaging in a comprehensive strategic review process that began in late 2012. The Board was advised by Canaccord Genuity as its independent financial advisor, Norton Rose Fulbright Canada LLP as its independent legal advisor and obtained a formal independent valuation from an internationally qualified and independent valuator, PricewaterhouseCoopers. The break fees in the Birch Hill offer are industry standard and amount to less than 2 cents to less than 7 cents per share on a fully diluted basis. No impediment to Access or any other party making a bid.