Tuckamore Capital Management Inc.

Tuckamore Capital Management Inc.

June 27, 2014 15:00 ET

Tuckamore Responds to Access' Misstatements and Misdirection

- 5 important facts for Tuckamore shareholders to consider

- Tuckamore provides 5 questions shareholders should ask Access

- Access has no viable plan for shareholders, and no superior offer for shareholders

TORONTO, ONTARIO--(Marketwired - June 27, 2014) - Tuckamore Capital Management Inc. (TSX:TX)(TSX:TX.DB.B) ("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

  1. 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.
  1. 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.
  1. 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.
  1. 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.
  1. 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.

Tuckamore has 5 questions shareholders should ask Access

  1. Why would shareholders assume all of the risks associated with waiting until 2017 to realize the current cash offer of $0.75 per share, as projected by Access in their sales pitch to Tuckamore's Board to accept a highly dilutive rights offering proposal?
  1. Who has a greater interest in maximizing value for shareholders, Newport with control or direction over 31.4% of the shares or Access, who owns less than 1% of Tuckamore's shares?
  1. Where is Access' plan for creating value for Tuckamore shareholders - and how much will it dilute shareholders?
  1. Why does Access believe that its tiny and recent stake in Tuckamore entitles it to control of Tuckamore?
  1. Why has Access failed to present shareholders with a viable, detailed and funded plan for maximizing value?

Access, a diminutive shareholder, seeks to acquire your company without paying fair market value, or offering a premium to shareholders. That is their plan. Make no mistake. Their intention is to block the current all cash offer and then take steps to acquire control of Tuckamore and dilute our shares - just as they revealed to your Board a few short months ago.

Your Vote is Very Important

The Arrangement represents an important milestone in our Company's history. To receive the premium for your shares and avoid future financing and operational risks associated with Tuckamore's business, please cast your vote today in favour of the Arrangement Resolution. Your vote is important regardless of how many shares you own.

If you have any questions or need assistance in voting your proxy, please contact our proxy solicitor Kingsdale Shareholder Services at 1-888-518-1561 (toll free within North America) or 416-867-2272 (collect calls accepted), or by email at contactus@kingsdaleshareholder.com.

About the Company

Tuckamore has investments in 7 businesses representing a diverse cross-section of the Canadian economy.

About Birch Hill's Investment

The investment will be part of Birch Hill Fund IV with over $1 billion in committed capital.

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