An oil rig in North Dakota's oil patch. Across the state's active oil fields drilling crews, road builders and those who want to plunge their equipment into the ground often must wait for another team known for slow, meticulous study - archaeologists, whose job is to survey the land before a single spade of dirt can be turned.The Associated Press
Tuckamore Capital Management Inc. believes that it has revelations that are a smoking gun, showing hypocrisy by the most vocal opponent of a buyout of the company. But one of the large opponents is not convinced.
Tuckamore wants to go private in a 75-cent-a-share buyout led by management together with private equity firm Birch Hill. It's facing mounting public opposition, so on Thursday the company took an aggressive swing at one of the leaders of the opposition.
The company released documents that it says show hypocrisy by dissident Access Holdings, because Access had offered privately earlier this year to buy stock for less than the 75 cents that it now says is not enough. Tuckamore also points to Access's own predictions at that time for stock appreciation, which were far less than the $2 per share that Access now says the company is worth.
Publicly, holders of roughly a quarter of Tuckamore's stock are opposed to the management buyout. In addition to JC Clark, which can vote at least 4.2 per cent of the company's stock, Canso Investment Counsel owns about 15 per cent, and Access says it speaks for about 5 per cent more. Given that the transaction can be blocked if more than one third of votes cast are in opposition, that is a strong start on a blocking position.
Even so, the Tuckamore side says it's confident it is going to push through approval of the bid, and that the revelations are changing minds.
"Shareholders are in disbelief over the inconsistency of Access' message and are realizing for the first time that Access has a secret agenda," said Walied Soliman, a Norton Rose lawyer representing Tuckamore. "There is no doubt that this proposal will meet the approval of shareholders."
Not so fast, says one of the opponents. JC Clark, a shareholder, came out Wednesday saying that it would oppose the buyout. Colin Stewart, head of JC Clark, called the issue with Access a "red herring." His view is that Tuckamore's prospects have improved markedly in recent months, and so it's not surprising that there may have been a lowball offer in past from Access, nor would he fault Access for having tried it.
"I think it's just a bit of a moot point. Business has improved significantly in the last six months," he said.
And because Tuckamore is heavily indebted company, improvements in the business or valuation multiples in the oilfield services business (Tuckamore's main business) can move the value of the equity significantly.
Mr. Stewart is sticking to his contention that the stock is worth "a lot more" than 75 cents a share.
If no other bid comes along, as Tuckamore has warned is possible, that's OK by Mr. Stewart.
"We just would like it to remain a public company, because there's a lot more upside," he said.