- Shares to Commence Trading on NASDAQ on December 30 and on a Split-Adjusted Basis on
December 31 -
TORONTO,
Dec. 17, 2013 /PRNewswire/ - 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 info@rtco.com.
About Tucows
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 respective owners.
SOURCE Tucows Inc.