- Shares to Commence Trading on NASDAQ on December 30 and on a
Split-Adjusted Basis on December 31 -
TORONTO, Dec. 17, 2013 /CNW/ - Tucows Inc. (NYSE MKT:TCX, TSX:TC), a
global provider of domain names and other Internet services, today
announced that it will transfer its U.S. stock exchange listing to the
NASDAQ Capital Market from its current listing on the NYSE MKT. Tucows
shares will continue to trade under the symbol "TCX". The first day of
trading on the NASDAQ is expected to be December 30, 2013. In Canada,
Tucows will continue to be listed on the Toronto Stock Exchange and
trade under the symbol "TC".
The Company also announced that its board of directors has approved a
reverse stock split of the Company's common shares that will combine
every four Tucows common shares into one Tucows common share. The
Company's common stock is expected to begin trading on a split-adjusted
basis at the market open on December 31, 2013.
"The reverse stock split is consistent with Tucows' growth as a publicly
traded company," said Elliot Noss, President and Chief Executive
Officer, Tucows Inc. "We believe it will expand our universe of
potential investors and equity analysts as we continue to grow our
business, and will also provide us with greater capital markets
flexibility. In addition, we believe our shareholders should benefit
through less volatility in our share price, lower transaction costs and
greater liquidity. Ultimately, we believe the reverse stock split
supports our overriding objective to generate long-term value to our
shareholders as we continue to deliver consistency and reliability from
our core revenue streams, while capitalizing on meaningful growth
opportunities such as Ting."
Mr. Noss added, "We are pleased to join NASDAQ's roster of
growth-oriented technology companies. NASDAQ provides investors with
fast, high quality trade executions within the context of a
cost-effective cost structure and high visibility for issuers."
As a result of the reverse stock split, Tucows will have approximately
10.9 million common shares outstanding (reduced from approximately 43.6
million common shares outstanding), subject to rounding up of all
fractional shares to the nearest whole share. No fractional shares
will be issued as a result of the reverse stock split and the Company
will round up to one whole share in the event a stockholder would be
entitled to receive a fractional share. The number of options
outstanding following the reverse stock split will be approximately 1.6
million (reduced from approximately 6.2 million).
As of the effective time of the reverse stock split, Tucows' common
stock's new CUSIP number will be 898697 20 6. The reverse stock split
will not change the par value of the common shares.
Tucows shareholders authorized the Company's board of directors to
implement the reverse stock split at a Special Meeting of shareholders
held on December 4, 2013. The board of directors approved a 1-for-4
ratio for the reverse stock split after evaluating such items as the
current and anticipated trading price and volume of the Company's
stock, the minimum threshold prices at which brokerages and
institutional investors can invest in stocks, prevailing market
conditions, and the liquidity of the Company's stock.
Additional information regarding the reverse stock split can be found in
the Company's definitive proxy statements filed with the SEC on October
21, 2013 and the revised definitive proxy soliciting materials filed
with the SEC on October 23, 2013.
Shareholders who hold their shares in brokerage accounts or "street
name" are not required to take any action to effect the exchange of
their shares. Following the effective date of the reverse stock split,
holders of share certificates should receive instructions from the
Company's transfer agent regarding the process for exchanging their
shares. Holders of share certificates who do not receive such
instructions within 10 days of the effective date of the reverse stock
split should contact Tucows' transfer agent, The Registrar and Transfer
Company, by telephone at 1-800-368-5948 or by email at firstname.lastname@example.org.
Tucows is a global Internet services company. OpenSRS (http://opensrs.com) manages over fourteen million domain names and millions of value-added
services through a reseller network of over 13,000 web hosts and ISPs.
Hover (http://hover.com) is the easiest way for individuals and small businesses to manage
their domain names and email addresses. Ting.com (https://ting.com) is a mobile phone service provider dedicated to bringing clarity and
control to US mobile phone users. YummyNames (http://yummynames.com) owns and operates premium domain names that generate revenue through
advertising or resale. More information can be found on Tucows'
corporate website (http://tucows.com).
This release includes forward-looking statements as that term is defined
in the U.S. Private Securities Litigation Reform Act of 1995. Such
statements include, without limitation, our expectations for the
listing of our shares on NASDAQ, the timing, effects and potential
benefits of the reverse stock split, and our expectations for Ting and
its impact on our financial performance. These statements are based on
management's current expectations and are subject to a number of
uncertainties and risks that could cause actual results to differ
materially from those described in the forward-looking statements,
including, without limitation, regulatory approvals, market reaction to
the reverse stock split and the acceptance of Ting in the market.
Information about other 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 should be evaluated
with the understanding of their inherent uncertainty. All
forward-looking statements are based on information available to Tucows
as of the date they are made. Tucows assumes no obligation to update
any forward-looking statements, except as may be required by law.
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