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Access Holdings Management Files Complaint with the OSC in Opposition to Tuckamore Capital's Proposed Management Buyout
Tuckamore shareholders urged to vote NO to the MBO using only the YELLOW proxy  ...
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[{"type":"text","content":"\n\n\nTuckamore shareholders urged to vote NO to the MBO using only the YELLOW proxy         \nwww.voteNOtuckamoreMBO.com\n\n\nTORONTO, June 25, 2014 /CNW/ - Access Holdings Management Company LLC (\"Access Holdings\" or \"we\") announced today that it has brought a number of serious concerns to the attention of the Ontario Securities Commission (the \"OSC\") in relation to the proposed management-led buyout (MBO) of Tuckamore Capital Management Inc. (the \"Company\" or \"Tuckamore\") (TSX: TX) sponsored by Birch Hill Equity Partners. \n\nAccess Holdings has urged the OSC to investigate the details of the proposed MBO, as it is abusive of the Ontario capital markets and of non-management shareholders of Tuckamore. Among other concerns:\n\n\nThe deal protections contained in the proposed MBO are both preclusive and coercive, including the unprecedented break fees. \nThe public disclosure relating to the proposed MBO appears to be deficient, at best; this includes a lack of clarity regarding the relationships between Tuckamore's management and Board, and the principals of Tuckamore's largest shareholder, Newport Private Wealth Inc. \nTuckamore's Board's failure to obtain independent legal and financial advice, as well as its failure to obtain a formal valuation prior to its approval of the MBO \nTuckamore's Board failed to constitute a special committee of independent directors, all the more alarming as management is the primary proponent of the transaction \nTuckamore Shareholders Urged to Vote NO to the Tuckamore MBO\n\nIt is unacceptable that management of the Company, after years of destroying shareholder value, are now proposing to take for themselves the significant remaining value by opportunistically taking the Company private at a low-ball price of $0.75 per share through a management-led buyout (the \"MBO\") sponsored by Birch Hill Equity Partners. The proposed MBO materially undervalues the Company and is a result of a seriously flawed process that is abusive to non-management shareholders. It rewards failed management at the expense of Tuckamore's shareholders and, if allowed to go through, would result in substantially less value to shareholders than Access Holdings' plans to revitalize the Company. If the MBO is defeated, we intend to requisition a shareholder me...