Tucows Announces Intention to Commence Dutch Auction Tender Offer to Repurchase up to 4 Million Common Shares
February 09 2009 - 7:00AM
PR Newswire (US)
TORONTO, Feb. 9 /PRNewswire-FirstCall/ -- Tucows Inc.
(AMEX:TCXAMEX:TSX:TC) a global provider of domain names, email and
other Internet services, announced today that it intends to
commence a modified "Dutch auction" tender offer to repurchase up
to 4,000,000 shares of its common stock, representing approximately
5.5% of the Tucows' outstanding shares. The tender offer is
expected to commence on Thursday, February 12, 2009 and to expire,
unless extended, at 5:00 P.M., New York City Time, on Friday, March
13, 2009. "We believe our shares to be an attractive investment and
their repurchase by the Company to be a prudent use of cash that is
consistent with our long-term objective to create shareholder
value," said Stanley Stern, Chairman of the Board of Tucows. 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
$0.32 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 1,461,500 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 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 information. 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 (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.
Stockholders are urged to carefully read these materials prior to
making any decision with respect to the offer. 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 statements regarding the expected time of commencement of
the tender offer, the planned source of funds to purchase shares
tendered in the 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,
Copyright
Tucows (AMEX:TCX)
Historical Stock Chart
From May 2024 to Jun 2024
Tucows (AMEX:TCX)
Historical Stock Chart
From Jun 2023 to Jun 2024