|By Marketwired .||
|June 27, 2014 03:00 PM EDT||
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.
Rapid innovation, changing business landscapes, and new IT demands force businesses to make changes quickly. The DevOps approach is a way to increase business agility through collaboration, communication, and integration across different teams in the IT organization. In his session at DevOps Summit, Chris Van Tuin, Chief Technologist for the Western US at Red Hat, will discuss: The acceleration of application delivery for the business with DevOps
Jul. 30, 2015 12:45 PM EDT Reads: 1,110
Growth hacking is common for startups to make unheard-of progress in building their business. Career Hacks can help Geek Girls and those who support them (yes, that's you too, Dad!) to excel in this typically male-dominated world. Get ready to learn the facts: Is there a bias against women in the tech / developer communities? Why are women 50% of the workforce, but hold only 24% of the STEM or IT positions? Some beginnings of what to do about it! In her Opening Keynote at 16th Cloud Expo, S...
Jul. 30, 2015 12:00 PM EDT Reads: 2,043
The speed of software changes in growing and large scale rapid-paced DevOps environments presents a challenge for continuous testing. Many organizations struggle to get this right. Practices that work for small scale continuous testing may not be sufficient as the requirements grow. In his session at DevOps Summit, Marc Hornbeek, Sr. Solutions Architect of DevOps continuous test solutions at Spirent Communications, explained the best practices of continuous testing at high scale, which is rele...
Jul. 30, 2015 12:00 PM EDT Reads: 1,371
Container technology is sending shock waves through the world of cloud computing. Heralded as the 'next big thing,' containers provide software owners a consistent way to package their software and dependencies while infrastructure operators benefit from a standard way to deploy and run them. Containers present new challenges for tracking usage due to their dynamic nature. They can also be deployed to bare metal, virtual machines and various cloud platforms. How do software owners track the usag...
Jul. 30, 2015 11:45 AM EDT Reads: 132
Puppet Labs has announced the next major update to its flagship product: Puppet Enterprise 2015.2. This release includes new features providing DevOps teams with clarity, simplicity and additional management capabilities, including an all-new user interface, an interactive graph for visualizing infrastructure code, a new unified agent and broader infrastructure support.
Jul. 30, 2015 11:15 AM EDT Reads: 122
"Alert Logic is a managed security service provider that basically deploys technologies, but we support those technologies with the people and process behind it," stated Stephen Coty, Chief Security Evangelist at Alert Logic, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
Jul. 30, 2015 11:15 AM EDT Reads: 335
"ProfitBricks was founded in 2010 and we are the painless cloud - and we are also the Infrastructure as a Service 2.0 company," noted Achim Weiss, Chief Executive Officer and Co-Founder of ProfitBricks, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
Jul. 30, 2015 11:15 AM EDT Reads: 1,113
"We specialize in testing. DevOps is all about continuous delivery and accelerating the delivery pipeline and there is no continuous delivery without testing," noted Marc Hornbeek, Sr. Solutions Architect at Spirent Communications, in this SYS-CON.tv interview at @DevOpsSummit, held June 9-11, 2015, at the Javits Center in New York City.
Jul. 30, 2015 11:00 AM EDT Reads: 370
In a recent research, analyst firm IDC found that the average cost of a critical application failure is $500,000 to $1 million per hour and the average total cost of unplanned application downtime is $1.25 billion to $2.5 billion per year for Fortune 1000 companies. In addition to the findings on the cost of the downtime, the research also highlighted best practices for development, testing, application support, infrastructure, and operations teams.
Jul. 30, 2015 10:00 AM EDT
In their session at 17th Cloud Expo, Hal Schwartz, CEO of Secure Infrastructure & Services (SIAS), and Chuck Paolillo, CTO of Secure Infrastructure & Services (SIAS), provide a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. In his role as CEO of Secure Infrastructure & Services (SIAS), Hal Schwartz provides leadership and direction for the company.
Jul. 30, 2015 09:59 AM EDT
SYS-CON Events announced today that MobiDev, a software development company, will exhibit at the 17th International Cloud Expo®, which will take place November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software development company with representative offices in Atlanta (US), Sheffield (UK) and Würzburg (Germany); and development centers in Ukraine. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobi...
Jul. 30, 2015 09:45 AM EDT Reads: 199
In his keynote at 16th Cloud Expo, Rodney Rogers, CEO of Virtustream, discussed the evolution of the company from inception to its recent acquisition by EMC – including personal insights, lessons learned (and some WTF moments) along the way. Learn how Virtustream’s unique approach of combining the economics and elasticity of the consumer cloud model with proper performance, application automation and security into a platform became a breakout success with enterprise customers and a natural fit f...
Jul. 30, 2015 09:00 AM EDT Reads: 2,146
The Internet of Everything (IoE) brings together people, process, data and things to make networked connections more relevant and valuable than ever before – transforming information into knowledge and knowledge into wisdom. IoE creates new capabilities, richer experiences, and unprecedented opportunities to improve business and government operations, decision making and mission support capabilities.
Jul. 30, 2015 09:00 AM EDT Reads: 248
"We have been in business for 21 years and have been building many enterprise solutions, all IT plumbing - server, storage, interconnects," stated Alex Gorbachev, President of Intelligent Systems Services, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
Jul. 30, 2015 08:30 AM EDT Reads: 1,030
Chuck Piluso presented a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. Prior to Secure Infrastructure and Services, Mr. Piluso founded North American Telecommunication Corporation, a facilities-based Competitive Local Exchange Carrier licensed by the Public Service Commission in 10 states, serving as the company's chairman and president from 1997 to 2000. Between 1990 and 1997, Mr. Piluso served as chairman & founder of International Te...
Jul. 30, 2015 08:30 AM EDT Reads: 344