01:19:31 EDT Thu 18 Apr 2024
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Tuckamore Capital Management Inc
Symbol TX
Shares Issued 80,274,574
Close 2014-07-29 C$ 0.77
Market Cap C$ 61,811,422
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Tuckamore dissident annoyed by board "manoeuvres"

2014-07-30 14:26 ET - News Release

An anonymous director reports

TUCKAMORE CONTINUES TO AVOID PUTTING SHAREHOLDER INTERESTS FIRST

Access Holdings Management Company alerts fellow shareholders of Tuckamore Capital Management Inc. to the continuing tactical manoeuvres of the company apparently designed to avoid any meaningful engagement with Tuckamore shareholders, including Access Holdings:

  • Three of Tuckamore's directors were appointed by the company's incumbent non-independent directors in the fall of 2013 and have never been elected by Tuckamore shareholders. These six directors then supported a failed management buyout (MBO) and a dilutive private placement without seeking superior alternatives;
  • The board of directors cancelled the June annual general meeting. Given applicable corporate law requirements to hold an annual meeting within six months of Tuckamore's year-end, a responsible board would have scheduled a vote on directors to take place at the same time as a vote on the MBO was scheduled, but Tuckamore's board did not do so;
  • Faced with overwhelming shareholder opposition to the MBO, on July 11, 2014, Tuckamore unilaterally postponed the shareholder meeting to vote on the MBO from July 15, 2014, to July 31, 2014;
  • Tuckamore terminated the MBO on July 25, 2014, allowing it to not disclose the voting results, which would have shown the overwhelming rejection of the MBO by Tuckamore shareholders.

Failure to engage on superior financing proposal

Following the announcement that Tuckamore had entered into a dilutive financing agreement with a party that was not a shareholder, a consortium of existing shareholders -- including Access Holdings -- sent a letter to Tuckamore's board of directors offering superior, non-dilutive financing terms. Despite terms that include a better price, an opportunity for existing shareholders to participate and no unnecessary back-end restructuring fees, Tuckamore has not engaged on the consortium offer. Further details regarding the consortium offer are included in the press release issued by Access Holdings on July 28, 2014. The failure by Tuckamore's board and management to even engage on a clearly superior non-dilutive offer suggests an alternative purpose of the dilutive placement to one party, at the same time as Tuckamore announced its annual general meeting for the election of directors.

Access Holdings has spoken with many shareholders as part of its successful effort against the ill-conceived and now cancelled MBO, and remains committed to a path forward where all shareholders who wish to do so will have the opportunity to participate in future value creation at Tuckamore.

This is not a solicitation of proxies nor intended to solicit any proxies or votes.

We seek Safe Harbor.

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