TORONTO, Nov. 13, 2012 /PRNewswire/ - Tucows Inc. (NYSE AMEX:TCX, TSX:TC) a global provider of domain names, email and other Internet services, today announced its plan to launch a "modified Dutch auction" tender offer (the "Tender Offer") to repurchase up to 6,500,000 shares of its common stock, representing approximately 14.7% of Tucows' outstanding shares, at a price per share not less than $1.35 and not greater than $1.50. This price range represents a premium of 9.6% to 21.8% to the year-to-date volume-weighted average price of $1.23 per share for the Company's common stock. The tender offer is expected to commence the week of November 19, 2012 and will remain open for at least 20 business days.
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. Based on the number of shares tendered and the prices specified by the tendering shareholders, the Company will determine the lowest price per share within the range that will enable the Company to purchase 6,500,000 of its shares (or a lower amount if the offer is not fully subscribed) 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 885,000 shares, without amending or extending the tender offer. 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 actually purchase shares at a price that is above a shareholder's indicated price under the terms of the Tender Offer. Tucows management team and Lacuna, LLC, the Company's largest shareholder, have agreed not to tender any shares in the tender offer.