A planned private-equity backed management buyout of Tuckamore Capital Management Inc. looks increasingly doomed, as yet another significant shareholder has said it will vote against the deal.
Toronto investment firm JC Clark Ltd. said it owns or controls 8.1 per cent of the stock, and that it will not support the buyout by management and private equity firm Birch Hill. JC Clark may only be able to vote a little more than half that stake. It said it owned or controlled "a majority" of those shares prior to the record date for the vote.
Even so, 4 per cent would put the transaction almost out of reach. Access Holdings Management controls or owns about 5 per cent and is opposed, and Canso Investment Investment Counsel also plans to vote "no" with its 15 per cent. That means at least 24 per cent of the outstanding shares (and maybe a bit more) are going to be voted against the transaction. The threshold for stopping it is one third of shares voted, so if there is anything short of full turnout, the nays are getting close to being able to carry the day.
Tuckamore stock is trading well above the 75 cents a share that the bidders have offered, signalling that the wider market also believes the transaction can't go through at that price. The bidders will need to do better, or live with the fact that their chances of winning are getting very slim.
JC Clark said it "performed a detailed analysis of the business and prospects of Tuckamore, the proposed transaction terms and market reaction, and has concluded that the $0.75 per share price substantially undervalues Tuckamore and is inadequate, from a financial point of view, to shareholders."
Access Holdings also said Wednesday that it asked the Ontario Securities Commission to look into the buyout, alleging it is "abusive of the Ontario capital markets and of non-management shareholders of Tuckamore."