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.
