Tucows Announces Intention to Commence a Dutch Auction Tender Offer to Repurchase up to 5 Million Common Shares
December 09 2009 - 3:00PM
PR Newswire (US)
TORONTO, Dec. 9 /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 modified "Dutch auction" tender offer to repurchase up
to 5,000,000 shares of its common stock, representing approximately
7.5% of Tucows' outstanding shares. The tender offer is expected to
commence on Monday, December 14, 2009 and to expire, unless
extended, at 5:00 P.M., New York City Time, on Wednesday, January
13, 2010. Under the tender offer, shareholders will have the
opportunity to tender some or all of their shares at a price within
the range of $0.61 to $0.70 per share, which price range may be
modified by Tucows prior to the commencement of the offer. On
December 8, 2009, the closing price of Tucows common stock on the
NYSE Amex was $0.60. 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 5,000,000 shares, or such lesser number of shares
that are properly tendered. If shareholders of more than 5,000,000
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 5,000,000 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
1,341,000 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. Tucows' board of directors and its executive officers do
not intend to participate in this tender offer. 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 are
urged to read Tucows' tender offer statement on Schedule TO that
will be filed with the Securities and Exchange Commission in
connection with the tender offer, which includes exhibits, the
offer to purchase and the related letter of transmittal, as well as
any amendments or supplements to the statement when they become
available, because they contain important information. Each of
these documents has been or will be filed with the Securities and
Exchange Commission, and investors may obtain them for free from
the Securities and Exchange Commission at its website
(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. About Tucows
Tucows is a global Internet services company. OpenSRS manages over
9 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 the timing and total number of
shares to be purchased under the proposed 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 except to the extent Tucows may be required to update such
information under any applicable securities laws, 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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