Tucows Announces Commencement of Dutch Auction Tender Offer to Repurchase up to 5 Million Common Shares
December 14 2009 - 3:00PM
PR Newswire (US)
TORONTO, Dec. 14 /PRNewswire-FirstCall/ -- Tucows Inc. (NYSE
AMEX:TCX, TSX:TC) a global provider of domain names, email and
other Internet services, announced today that it is commencing 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 closing price of Tucows common
stock on the NYSE Amex on December 11, 2009 was $0.65. 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. 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 offer will expire at 5:00 P.M., New York City
Time, on Wednesday, January 13, 2010. The information agent for the
offer is StockTrans, Inc. None of Tucows, its board of directors or
the information agent is 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 is being 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 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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