Nation's Two Leading Proxy Advisory Firms--ISS and Glass Lewis--Recommend TCP Shareholders vote "FOR" Proposed Merger
Take private transactions that include members of a company's founding management team may draw additional scrutiny from investors than arm's-length transactions due to the heightened risks of conflicts of interest.
In this case, the company recently received a default notice, the company's business condition was deteriorating at an increasing rate, and the controlling shareholders opposed a third-party takeover. For these reasons, in addition to the premium being offered in cash consideration, a vote FOR the merger is warranted.
"We are appreciative of the proxy advisory firms' votes of confidence in the proposed merger," said
An extraordinary general meeting of TCP shareholders to consider and vote upon the merger agreement will be held on
Voting is currently open and TCP shareholders who have questions about the merger or who need assistance in submitting their proxy or voting their shares should contact the company's proxy solicitor,
Cautionary Statement Regarding Forward-Looking Statements
From time to time we make statements (including some contained in this press release) that predict or forecast future events, depend on future events for their accuracy or otherwise contain "forward-looking" information and constitute "forward-looking statements" within the meaning of applicable U.S. securities laws. Such statements are generally identifiable by terminology such as "plans," "expects," "estimates," "budgets," "intends," "anticipates," "believes," "projects," "indicates," "targets," "objective," "could," "should," "may" or other similar words. By their very nature, forward-looking statements require us to make assumptions that may not materialize or that may not be accurate. Readers should not place undue reliance on forward-looking statements and should recognize that such statements are predictions of future results, which may not occur as anticipated. Actual results may differ materially as a result of various factors, some of which are outside of our control, including: the failure to obtain the approval of TCP's shareholders in connection with the proposed transaction; the failure to consummate or delay in consummating the proposed transaction for other reasons; the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied; the risk that the buyer will not be able obtain the financing it requires to consummate the proposed transaction; the diversion of management time on transaction-related issues; the potential for litigation regarding the proposed transaction; and the ability to retain and hire key personnel and maintain relationships with providers or other business partners pending completion of the proposed transaction.
Other factors, risks and uncertainties that could cause actual conditions, events or results to differ materially from our expectations discussed in this press release include those factors described in TCP's reports filed with and available from the
Important Information For Investors And Shareholders
TCP has mailed materials relevant to the proposed transaction, including its proxy statement, to its shareholders. TCP's shareholders are urged to read all relevant documents mailed by TCP, including the proxy statement, because they contain important information. Copies of the proxy statement and other relevant materials are available free of charge on TCP's website at http://investors.tcpi.com/.
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