TORONTO, May 13 /CNW/ - 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
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
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 (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
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
For further information:
For further information: Lawrence Chamberlain, The Equicom Group for
Tucows Inc., (416) 815-0700 ext. 257, email@example.com