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 to repurchase up to 6.5 million shares of its common
stock, representing approximately 14.7 per cent of Tucows's outstanding shares,
as previously announced on Nov. 13, 2012, and Nov. 21, 2012. The
closing price of Tucows common stock on the NYSE Amex on Nov. 28,
2012, was $1.41.
Under the tender offer, shareholders will have the opportunity to tender
some or all of their shares at a price within the range of $1.35 to
$1.50 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 885,000 shares, without amending or extending the tender
offer. Tucows's management team and Lacuna, LLC, the company's largest
shareholder, have agreed not to tender any shares in 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 at 5 p.m. New York time, on Friday, Jan. 4, 2013.
Tucows expects to finance the share purchases in the tender offer through
new borrowings under an amended and extended version of its existing
credit facilities. The tender offer will not be conditioned upon any
minimum number of shares being tendered, but will be subject to the
completion of the new borrowings and related loan documentation and
other customary conditions that are described in the tender offer
documents. The tender offer documents, which are being distributed to
shareholders, also contain tendering instructions and a complete
explanation of the tender offer's terms and conditions. All shares
purchased by Tucows in the tender offer will be cancelled.
The information agent for the tender offer will be Registrar and
Transfer Company. Neither 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 will be able to obtain
copies of the offer to purchase, related materials filed by the company
as part of the statement on Schedule TO, and other documents filed with
the Securities and Exchange Commission through the SEC's Internet
address without charge when these documents become available. Shareholders and
investors may also obtain a copy of these documents, as well as any
other documents the company has filed with the SEC, without charge,
from the company or at the company's website. Shareholders are urged to carefully read these materials, when
available, prior to making any decision with respect to the offer.
Shareholders and investors who have questions or need assistance may
call Registrar and Transfer Company, the information agent for the
tender offer, by directing such request to: Registrar and Transfer
Company, 10 Commerce Dr., Cranford, N.J., 07016, telephone 800-866-1340.
We seek Safe Harbor.
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