TORONTO, Dec. 15, 2011 /PRNewswire/ - Tucows Inc. (NYSE AMEX:TCX, 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 6,500,000 shares of common stock, representing approximately 12.2% of Tucows' outstanding shares. The tender offer is expected to commence on Tuesday, December 20, 2011 and to expire, unless extended, at 5:00 P.M., New York City Time, on Thursday, January 19, 2012. Tucows also announced that it has suspended its normal course issuer bid which commenced in November 2011 pursuant to which Tucows has repurchased 23,765 shares of common stock.
Under the tender offer, shareholders will have the opportunity to tender some or all of their shares at a price within the range of $0.73 to $0.77 per share, which price range may be modified by Tucows prior to the commencement of the offer. On December 14, 2011, the closing price of Tucows common stock on the NYSE Amex was $0.75. 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 6,500,000 shares, or such lesser number of shares that are properly tendered. If shareholders of more than 6,500,000 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 6,500,000 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 1.1 million 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 that will be specified in the offer to purchase that will be distributed to shareholders. The information agent for the offer will be Broadridge Financial Solutions, Inc. None of Tucows, its board of directors or the information agent 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 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.