TORONTO, Jan. 23, 2012 /CNW/ - Tucows Inc. (NYSE AMEX: TCX), (TSX:TC), a
global provider of domain names, email and other Internet services,
announced today the preliminary results of its modified "Dutch auction"
tender offer, which expired at 5:00 p.m., New York City time, on
January 20, 2012. Tucows expects to purchase up to 7,569,952 shares of
its Common Stock at a purchase price of $0.77 per share, for a total of
$5,828,863. The 7,569,952 shares expected to be purchased are comprised
of the 6,500,000 shares Tucows offered to purchase and 1,069,952 shares
to be purchased pursuant to Tucows' right to purchase up to an
additional 2% of the shares outstanding immediately prior to the
commencement of the tender offer. Tucows intends to fund the tender
through a combination of available cash and two demand loan revolving
facilities Tucows currently has with the Bank of Montreal ("BMO").
Based on a preliminary count by Broadridge Corporate Issuer Solutions,
Inc., 14,265,573 shares were properly tendered at prices at or below
the purchase price, making the tender offer oversubscribed by 6,695,621
shares, or approximately 47%. Due to over-subscription, Tucows expects
the final proration factor for shares tendered at or below $0.77 per
share to be approximately 53%. For this purpose, shares tendered at or
below $0.77 per share will include shares tendered by those persons who
indicated, in their letter of transmittal, that they are willing to
accept the price determined in the offer. All shares purchased in the
tender offer will receive the same price.
The price per share is preliminary and subject to verification by
Broadridge Corporate Issuer Solutions, Inc., the depositary for the
tender offer. The actual price per share will be announced promptly
following completion of the verification process. After the
determination of the actual price per share, the depositary will issue
payment for the shares accepted under the tender offer and return all
shares not accepted.
Directors, executive officers and affiliates of Tucows were eligible to
participate in the offer. Lacuna LLC, a company of which Rawleigh
Ralls, a director of Tucows, is a founding partner, has tendered all of
its 7.85 million shares in the offer as part of a rebalancing of its
portfolio. In addition, Mr. Ralls has tendered an additional 300,000
shares that he holds directly.
Tucows commenced the tender offer on December 20, 2011, when it offered
to purchase up to 6,500,000 shares of its Common Stock at a price
within the range of $0.73 to $0.77 per share, net to the seller in
cash, without interest.
All shares purchased by Tucows in the tender offer will be cancelled.
Based on the preliminary results, as a result of the completion of the
tender offer Tucows expects to have approximately 46,047,337 shares
issued and outstanding as of the time immediately following payment for
the tendered shares.
Tucows is a global Internet services company. OpenSRS manages over
eleven million domain names and millions of email boxes through a
reseller network of over 12,000 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 Downloads.
More information can be found at http://tucowsinc.com.
This news release contains, in addition to historical information,
forward-looking statements related to the tender offer, including the
timing of the tender offer, the purchase price per share in the tender
offer, the total number of shares to be purchased under the tender
offer, and funding of 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 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
SOURCE Tucows Inc.
For further information:
(416) 815-0700 ext. 257