|By Marketwired .||
|July 29, 2014 11:41 AM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 07/29/14 -- Tuckamore Capital Management Inc. (TSX:TX)(TSX:TX.DB.B) ("Tuckamore" or the "Company") acknowledges that it has received a proposal to provide equity financing from Access Holdings Management Company LLC ("Access"). The Company is in the process of reviewing the proposal with its legal and financial advisors.
On Friday, July 25, 2014, Tuckamore was pleased to announce that, among other things, it had entered into a subscription agreement (the "Placement Agreement") with Orange Capital Master I, Ltd. ("Orange Capital") in respect of a $12.5 million private placement. Tuckamore would like to clarify the most recent incorrect statements press released by Access:
-- Contrary to Access' statements, Orange Capital will pay no less than $0.75 per share for shares sold to it under the Placement Agreement. -- Orange Capital has agreed to assist Tuckamore in amending, extending or refinancing the Company's 8% secured debentures outstanding due March 2016. The Company disclosed the potential for a refinancing fee believing that transparency with its shareholders is consistent with best practices of corporate governance. Contrary to Access' suggestion, there is no connection between the private placement and the payment of any earned refinancing fee nor is there any contractual obligation by the Company to complete a refinancing with Orange Capital. Any prospective fee earned by Orange Capital in connection therewith will depend entirely on the future value provided by Orange Capital and is contingent on a successful debt refinancing, as determined by the independent members of the Company's reconstituted Board of Directors. -- Finally, contrary to Access's allegations, only Birch Hill will receive reimbursement for expenses in connection with the previously terminated arrangement, no member of management will receive a reimbursement for expenses.
Tuckamore will continue to consult with and update shareholders in due course.
Cautionary Note Regarding Forward Looking Statements
This press release contains forward-looking statements based on current expectations, including but not limited to Tuckamore's plans, objectives and expectations, statements regarding the completion of the private placement with Orange Capital, the implementation of a refinancing transaction and the overall anticipated impact of the private placement. These forward-looking statements entail various risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Risks and uncertainties about Tuckamore's business are more fully discussed in the Company's disclosure materials, including its annual information form and MD&A, filed with the securities regulatory authorities in Canada and available at www.sedar.com. Additional important factors that could cause actual results to differ materially include, but are not limited to: the closing of the private placement; the satisfaction or non-satisfaction as applicable of one or more conditions to the closing of the private placement; delay of, or inability to receive final approval from the TSX and any other required consents and approvals; the risk that the private placement may involve unexpected costs, liabilities or delays; the possible occurrence of an event, change or other circumstance that could result in termination of the Placement Agreement; and the inability to identify and/or implement a refinancing transaction. Readers are cautioned that the foregoing list of important factors is not exhaustive. Although the forward-looking statements are based on what management considers to be reasonable assumptions based on information currently available to it, there can be no assurance that actual events or results will be consistent with these statements, and management's assumptions may prove to be incorrect. Forward-looking statements are not guarantees of future performance. In light of the significant uncertainties inherent in the forward-looking information included herein, any such forward-looking information should not be regarded as representations by Tuckamore that its objectives or plans will be achieved. Investors are cautioned not to place undue reliance on any forward-looking information contained herein. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. In addition, these forward-looking statements relate to the date on which they are made. Tuckamore disclaims any intention or obligation to update or revise any forward-looking statements or the foregoing list of factors, whether as a result of new information, future events or otherwise, except to the extent required by law.
About the Company
Tuckamore has investments in 7 businesses representing a diverse cross-section of the Canadian economy.
SOURCE: Tuckamore Capital Management Inc.