Tucows Commences Second Dutch Auction Tender Offer to Repurchase up to Four Million Common Shares
May 26 2009 - 4:00PM
PR Newswire (US)
TORONTO, May 26 /PRNewswire-FirstCall/ -- 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 offer.
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 (http://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.
About Tucows 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 owners.
DATASOURCE: Tucows Inc. CONTACT: Lawrence Chamberlain, The Equicom
Group for Tucows Inc., (416) 815-0700 ext. 257,
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