News Column

Access Capital Responds to Tuckamore

June 26, 2014

Instruct Your Financial Advisors to Vote NO to the Tuckamore MBOGo to www.voteNOtuckamoreMBO.com to learn more

TORONTO, June 26, 2014 /CNW/ - Access Holdings Management Company LLC ("Access Holdings" or "we") provided a response to Tuckamore Capital Management Inc. (the "Company" or "Tuckamore") (TSX: TX) in relation to the proposed management-led buyout ("MBO") of Tuckamore and sponsored by Birch Hill Equity Partners:

"With shareholders independently lining up to oppose the MBO we are disappointed, but not surprised, that Tuckamore's board is trying to divert attention from their failings.  What matters is the future value that shareholders will not realize from the business if the MBO proceeds.

Shareholders holding 28.4% of the outstanding shares – the vast majority held by sophisticated institutional shareholders not associated with Access – have independently concluded that Tuckamore's process failed to protect the interests of non-management shareholders and that the MBO severely undervalues the Company. These shareholders have publicly announced their intention to vote NO to the MBO while others have contacted us expressing the same sentiment.

We leave it to fellow shareholders and their good judgment to determine if this board has worked to maximize value for all shareholders."

Tuckamore's board has gone to great lengths to misconstrue previous interactions with Access in a transparent attempt to confuse shareholders. Access Holdings has always pursued and advocated with the Tuckamore board and its independent advisors a "stay public" outcome where all shareholders would benefit from future value creation at Tuckamore. Any type of go private scenario would be illogical, as it would impair future value for all shareholders. Only management will benefit from future value creation under the MBO.

Access Capital has posted to its website a February 20, 2013 letter to Tuckamore and other associated materials and correspondence with Newport Private Wealth Inc.  Tuckamore shareholders are invited to view this letter and other correspondence in its entirety at www.voteNOtuckamoreMBO.com. While on the website, please also review the other important information about the MBO and Tuckamore's Board and then vote NO to the Tuckamore MBO using the YELLOW proxy materials

Proxy Materials Arriving Shortly

Access Holdings has recently mailed proxy materials, which will arrive next week (June 30th – July 4th).  We thank you for your support to date and your expressed intent to Vote NO to the Tuckamore MBO. In the interim, if you would like to vote in advance of receiving your materials simply contact your broker and request the 12-digit control number from your YELLOW voting instruction form and revisit www.votenotuckamorembo.com to cast your vote.  If you have any questions or would like assistance voting against the MBO, please contact CST Phoenix Advisors toll-free by dialing 1-800-294-3174 or by email at inquiries@phoenixadvisorscst.com.

We urge you to disregard any proxy sent to you by management.  Even if you have voted a management proxy, you have every right to change your vote.  A later dated YELLOW proxy automatically revokes any previously submitted proxy.

Vote NO to the Tuckamore MBO

It 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 the MBO. 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 meeting, propose a new slate of directors, and execute a clear plan to maximize shareholder value. 

Access Holdings, with the support of other shareholders (including institutional shareholders, former directors and former CEOs of Tuckamore businesses and shareholders holding shares through Newport Private Wealth) who have entered into voting and support agreements, collectively own, control, manage or direct more than 5% of the outstanding common shares of Tuckamore, oppose the MBO.  For further details, please see our information circular dated June 24, 2014 which is available at www.VoteNotuckamoreMBO.com and on Tuckamore's company profile on SEDAR at www.sedar.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate", "believe", "expect", "estimate", "plan", "should", "will" and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of Access Holdings and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Access Holdings does not assume any obligation to update any forward-looking statements contained in this press release.

SOURCE Concerned Shareholders of Tuckamore


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