TORONTO, May 26 /CNW/ - 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 4,000,000 shares of its common stock, representing approximately 5.8% of
the Tucows' outstanding shares. The closing price of Tucows' common stock on
the NYSE Amex on May 22, 2009 was $0.38 per share.
Under the tender offer, shareholders will have the opportunity to tender
some or all of their shares at a price within the $0.36 to $0.45 per share
price range. 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. 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 offer will expire at 5:00 p.m., New York City
time, on Tuesday, June 23, 2009, unless extended by Tucows.
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.
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. 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 as 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 (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.
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
the timing and total number of shares to be purchased under the proposed
tender offer and our long-term objectives. 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, firstname.lastname@example.org