An anonymous director reports
TUCOWS ANNOUNCES COMMENCEMENT OF DUTCH AUCTION TENDER OFFER TO REPURCHASE UP TO 6.5 MILLION COMMON SHARES
Tucows Inc. is commencing its modified "Dutch auction"
tender offer to repurchase up to 6.5 million shares of its common stock,
representing approximately 12.2 per cent of Tucows's outstanding shares, as
previously announced on Dec. 15, 2011. The closing price of Tucows
common stock on the NYSE Amex on Dec. 19, 2011, was 75 cents.
Under the tender offer, shareholders will have the opportunity to tender
some or all of their shares at a price within the range of 73 cents to
77 cents per share. 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
6.5 million shares, or such lesser number of shares that are properly
tendered. If shareholders of more than 6.5 million 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 6.5 million 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 per cent of Tucows's 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 specified in the offer to
purchase that is being distributed to shareholders. The offer will
expire at 5 p.m., New York time, on Friday, Jan. 20, 2012,
one day later than initially anticipated.
The information agent for the offer is Broadridge Financial Solutions
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 to 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.
Directors, executive officers and affiliates of Tucows are eligible to
participate in the offer, and Rawleigh Ralls, a director of Tucows, has
advised Tucows that Lacuna LLC, a company of which he is a founding
partner, intends to, as part of a rebalancing of its portfolio, tender
all or substantially all of its 8.3 million shares in the offer.
The tender will be financed through a combination of available cash and
the demand loan revolving credit facility Tucows currently has with Bank of Montreal. All shares purchased by Tucows in the tender
offer will be cancelled.
We seek Safe Harbor.
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