|By Marketwired .||
|April 8, 2014 08:17 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 04/09/14 -- Tuckamore Capital (TSX:TX)(TSX:TX.DB.B) ("Tuckamore" or "Company") today announced that its board of directors (the "Board") has approved the adoption of a shareholder rights plan (the "Rights Plan"), effective immediately, subject to acceptance by the Toronto Stock Exchange.
The Rights Plan is designed to encourage the fair treatment of Tuckamore's shareholders should a take-over bid be made for Tuckamore by providing the Board and the shareholders with more time to evaluate any unsolicited take-over bid and, if appropriate, to pursue alternatives to maximize shareholder value. The Rights Plan has not been adopted in response to any specific proposal to acquire control of Tuckamore.
The Rights Plan is effective immediately, but it must be ratified by shareholders of Tuckamore within six months. Shareholders will be asked to ratify and approve the Rights Plan at the next annual and special meeting of shareholders of Tuckamore (the "Meeting"). If ratified, the Rights Plan will remain in effect until the close of business on the date of termination of the annual meeting of shareholders in 2017, subject to earlier termination or expiration of the Rights Plan in accordance with its terms. If the Rights Plan is not ratified at the Meeting, all rights issued pursuant to the Rights Plan and the Rights Plan will terminate and be null and void and of no further force and effect.
The Rights Plan is similar to rights plans adopted by other Canadian corporations. Subject to the terms of the Rights Plan, the rights issuable under the Rights Plan will become exercisable where a party, together with any parties related to it, acquires or announces its intention to acquire 20% or more of Tuckamore's outstanding shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of the Board. Rights holders (other than the acquiring person and related persons) can purchase shares of Tuckamore at half the prevailing market price at the time the rights become exercisable.
The Rights Plan is not intended to prevent take-over bids. Under the Rights Plan, a bid that, among other things, is made to all shareholders on identical terms and conditions and that is open for at least 60 days may constitute a "Permitted Bid".
The Rights Plan is available at www.sedar.com or on request from the Company.
About the Company
Tuckamore has investments in 7 businesses representing a diverse cross-section of the Canadian economy.
Cautionary Note Regarding Forward Looking Statements
Certain information included in this Press Release may constitute forward-looking information within the meaning of securities laws. Such forward-looking information reflects management's current beliefs and is based on information currently available to management of Tuckamore. Forward looking statements used in this Press Release include, but are not limited to, statements regarding the Rights Plan, the continual evaluation of options available to the Company including the potential sale of the Company's shares, the mechanics of the Rights Plan and the ratification of the Rights Plan by shareholders. Investors are cautioned that forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made such as, without limitation, assumptions regarding the implementation of the Rights Plan, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the business disruption caused by an unsolicited takeover bid, Tuckamore's leverage and restrictive covenants, the failure to realize anticipated benefits of investments made, the condition of capital markets, the dependence on key personnel, general economic factors, custom concentration, dependence on the operating partnerships, the potential shares of additional shares, income tax matters, shot-gun buy sell rights contained in certain limited partnership agreements of the operating partnerships, the unpredictability and volatility of share price, prior ranking indebtedness, market value fluctuation and competition from other operating partnerships as well as those risk factors discussed or referred to in the Company's annual Management's Discussion and Analysis and Annual Information Form for the year ended December 31, 2013 filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results to not be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements except as otherwise required by applicable law.
Tuckamore Capital Management Inc.
Chief Financial Officer