TORONTO, May 26, 2009 (Canada NewsWire via COMTEX) -- 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
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 (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.
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.