Tucows Inc (TCX)

[Rckhnd]

A week late, but worthy


Tucows Commences Dutch Auction Tender Offer to Repurchase up to 4 Million Common Shares

TORONTO, Feb. 12 /PRNewswire-FirstCall/ -- Tucows Inc. (AMEX:TCXAMEX: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 5.5% of the Tucows' outstanding shares. The closing price of Tucows' common stock on the NYSE Alternext US on February 11, 2009 was $0.36 per share.

"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 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 1,461,500 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 offer will expire at 5:00 p.m., New York City time, on Friday, March 13, 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 [phone].