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Tucows Inc
Symbol C : TC
Shares Issued 44,248,134
Close 2012-11-28 C$ 1.40
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Tucows begins Duction auction tender offer

2012-11-29 07:35 ET - News Release

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.

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