Tucows (TCX) Commences 6.5M Common 'Modified Dutch Auction' Tender
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Tucows Inc. (AMEX: TCX) is commencing its "modified Dutch auction" (the "Tender Offer") to repurchase up to 6,500,000 shares of its common stock, representing approximately 14.7% of Tucows' outstanding shares, as previously announced on November 13, 2012 and November 21, 2012. The closing price of Tucows common stock on the NYSE Amex on November 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 6,500,000 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 885,000 shares, without amending or extending 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.
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 5:00 P.M., New York City Time, on Friday, January 4, 2013.
Tucows expects to fund 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.
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 6,500,000 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 885,000 shares, without amending or extending 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.
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 5:00 P.M., New York City Time, on Friday, January 4, 2013.
Tucows expects to fund 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.
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