TORONTO, Nov. 12, 2014 /CNW/ - Tucows Inc. (NASDAQ:TCX,
TSX:TC), a provider of network access, domain name and other
Internet services, today announced it expects to commence within 30
days of this announcement a "modified Dutch auction" tender offer
(the "Tender Offer") to repurchase a number of shares of its common
stock not to exceed an aggregate purchase price of $8.0 million. In accordance with rules of
the Securities and Exchange Commission ("SEC"), Tucows may increase
the number of shares accepted for payment in the offer by no more
than 2 percent of the outstanding shares without amending or
extending the tender offer. Tucows also announced that it has
suspended its normal course issuer bid, which commenced in
March 2014 and pursuant to which
Tucows has repurchased 79,392 shares of common stock.
The Tender Offer will allow shareholders to indicate how many
shares and at what price within the Company's specified range they
wish to tender. Tucows will select the lowest single
per-share purchase price that will allow it to buy up to
$8.0 million of its outstanding
common stock at completion of the Tender Offer. The specified
range is yet to be determined but is expected to be in the range of
$16.00 to $18.00 per share. All
shares purchased by the Company in the Tender Offer will be
purchased at the same price and will be cancelled. The Company will
not purchase stock below a shareholder's indicated price, and in
some cases, the Company may purchase shares at a price that is
above a shareholder's indicated price under the terms of the Tender
Offer.
The Tender Offer will not be conditioned upon any minimum number
of shares being tendered, but will be subject to customary
conditions that will be described in the Tender Offer
documents. The offer to purchase and related Tender Offer
documents, which will be distributed to shareholders upon
commencement of the Tender Offer, will also contain tendering
instructions and a complete explanation of the Tender Offer's terms
and conditions.
Neither Tucows, its board of directors nor its agents is or will
be making any recommendation to shareholders as to whether to
tender or refrain from tendering their shares into the Tender
Offer. Shareholders must decide whether to tender their
shares and, if so, how many shares to tender and at what price or
prices. In doing so, shareholders should carefully evaluate
all of the information in the Tender Offer documents, when
available, before making any decision with respect to the Tender
Offer, and should consult their own financial and tax advisors.
Rawleigh Ralls, a director of
Tucows, has advised Tucows that he expects to participate in the
Tender offer.
The Tender Offer described in this release has not yet
commenced. This release is for informational purposes only and is
not an offer to buy or the solicitation of an offer to sell any
shares of the Company's common stock. The solicitation and offer to
buy the Company's common stock will only be made pursuant to the
offer to purchase and related Tender Offer documents, which are
expected to be distributed to shareholders within thirty days of
this announcement. Shareholders will be able to obtain copies
of the offer to purchase and related Tender Offer documents when
available without charge through the SEC's website at www.sec.gov
or from the Company's website at www.tucowsinc.com.
Shareholders are urged to carefully read these materials, when
available, prior to making any decision with respect to the
offer.
About Tucows
Tucows is a provider of network access, domain name and other
Internet services. Ting (https://ting.com) is a mobile phone
service provider dedicated to bringing clarity and control to US
mobile phone users. OpenSRS (http://opensrs.com) manages over
13 million domain names and millions of value-added services
through a global 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. 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 including statements regarding our expectations regarding our
expected Tender Offer and the related terms and conditions of the
Tender Offer. These statements are based on management's
current expectations and are subject to a number of uncertainties
and risks that could cause actual events to differ materially from
those described in the forward-looking statements.
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
SEC. 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.