Tucows Announces Intention to Commence Second Dutch Auction Tender Offer to Repurchase up to 4 Million Common Shares
May 13 2009 - 3:10PM
PR Newswire (US)
TORONTO, May 13 /PRNewswire-FirstCall/ -- Tucows Inc. (NYSE
AMEX:TCX, TSX:TC) a global provider of domain names, email and
other Internet services, announced today that it intends to
commence a second modified "Dutch auction" tender offer to
repurchase up to 4,000,000 shares of its common stock, representing
approximately 5.8% of the Tucows' outstanding shares. The tender
offer is expected to commence on Tuesday, May 26, 2009 and to
expire, unless extended, at 5:00 P.M., New York City Time, on
Tuesday, June 23, 2009. Under the tender offer, shareholders will
have the opportunity to tender some or all of their shares at a
price within an expected range of $0.36 to $0.45 per share, which
price range may be modified by Tucows prior to the commencement of
the offer. Based on the number of shares tendered and the prices
specified by the tendering shareholders, Tucows will determine the
lowest per share price within the range that will enable it to buy
4,000,000 shares, or such lesser number of shares that are properly
tendered. If shareholders of more than 4,000,000 shares properly
tender their shares at or below the determined price per share,
Tucows will purchase shares tendered by such shareholders, at the
determined price per share, on a pro rata basis. Additionally, if
more than 4,000,000 shares are properly tendered, the number of
shares to be repurchased by Tucows pursuant to the tender offer
may, at the discretion of Tucows, be increased by up to 2% of
Tucows' outstanding shares, or approximately 1,378,000 shares,
without amending or extending the tender offer. Shareholders whose
shares are purchased in the offer will be paid the determined
purchase price per share net in cash, without interest, after the
expiration of the offer period. The offer is not contingent upon
any minimum number of shares being tendered. The offer is subject
to a number of other terms and conditions specified in the offer to
purchase that is being distributed to shareholders. The information
agent for the offer will be StockTrans, Inc. None of Tucows, its
board of directors or the information agent is or will be making
any recommendation to stockholders as to whether to tender or
refrain from tendering their shares into the tender offer.
Shareholders must decide how many shares they will tender, if any,
and the price within the stated range at which they will offer
their shares for purchase by Tucows. This press release is for
informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any shares of Tucows' common
stock. The offer will be made solely by the offer to purchase and
the related letter of transmittal. Stockholders and investors
should read carefully the offer to purchase and related materials
when they are available because they contain important information.
Stockholders and investors may obtain a free copy (when available)
of the offer to purchase and other documents that will be filed by
Tucows with the SEC at the SEC's web site (http://www.sec.gov/) or
from StockTrans, Inc., the information agent for the tender offer,
by directing such request to: StockTrans, Inc., Attn:
Re-Organization Dept., 44 West Lancaster Avenue, Ardmore, PA 19003,
telephone (800) 733-1121. Stockholders are urged to carefully read
these materials prior to making any decision with respect to the
offer. About Tucows Tucows is a global Internet services company.
OpenSRS manages over 8 million domain names and millions of email
boxes through a reseller network of over 9,000 web hosts and ISPs.
Hover is the easiest way for individuals and small businesses to
manage their domain names and email addresses. YummyNames owns
premium domain names that generate revenue through advertising or
resale. Butterscotch.com is an online video network building on the
foundation of Tucows.com. More information can be found at
http://tucowsinc.com/. This news release contains, in addition to
historical information, forward-looking statements related to such
matters as our business, including statements regarding the
expected time of commencement of the tender offer and the planned
source of funds to purchase shares tendered in the tender offer.
Such statements are based on management's current expectations and
are subject to a number of uncertainties and risks, which could
cause actual results to differ materially from those described in
the forward-looking statements. Information about potential factors
that could affect Tucows' business, results of operations and
financial condition is included in the Risk Factors sections of
Tucows' filings with the Securities and Exchange Commission. All
forward-looking statements included in this document are based on
information available to Tucows as of the date of this document,
and Tucows assumes no obligation to update such forward-looking
statements. TUCOWS is a registered trademark of Tucows Inc. or its
subsidiaries. All other trademarks and service marks are the
properties of their respective owners. DATASOURCE: Tucows Inc.
CONTACT: Lawrence Chamberlain, The Equicom Group for Tucows Inc.,
(416) 815-0700 ext. 257,
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