Toronto-based Tucows Inc., a provider of domain names, email and other Internet services, announced yesterday that it is commencing its modified “Dutch auction” tender offer to repurchase up to 6,500,000 shares of its common stock, representing approximately 12.2% of Tucows’ outstanding shares, as previously announced on December 15, 2011. The closing price of Tucows common stock on the NYSE Amex on December 19, 2011 was $0.75.
Under the tender offer, shareholders will have the opportunity to tender some or all of their shares at a price within the range of $0.73 to $0.77 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 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 5:00 P.M., New York City Time, on Friday, January 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 into 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 funded through a combination of available cash and the demand loan revolving credit facility Tucows currently has with the Bank of Montreal (“BMO”). All shares purchased by Tucows in the tender offer will be cancelled.