SYS-CON MEDIA Authors: RealWire News Distribution, Kevin Benedict, Jason Bloomberg, Bob Gourley, Greg Schulz

News Feed Item

Tuckamore Responds to Access' Misstatements and Misdirection

- 5 important facts for Tuckamore shareholders to consider

TORONTO, ONTARIO -- (Marketwired) -- 06/27/14 -- 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.

2.  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.

3.  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.

4.  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.

5.  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?

2.  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?

3.  Where is Access' plan for creating value for Tuckamore shareholders -
    and how much will it dilute shareholders?

4.  Why does Access believe that its tiny and recent stake in Tuckamore
    entitles it to control of Tuckamore?

5.  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 [email protected].

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.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.