Tucows Inc. has announced the preliminary results of its modified “Dutch auction” tender offer, which expired at 5:00 p.m., New York City time, on January 20, 2012. Tucows expects to purchase up to 7,569,952 shares of its Common Stock at a purchase price of $0.77 per share, for a total of $5,828,863.
The 7,569,952 shares expected to be purchased are comprised of the 6,500,000 shares Tucows offered to purchase and 1,069,952 shares to be purchased pursuant to Tucows’ right to purchase up to an additional 2% of the shares outstanding immediately prior to the commencement of the tender offer. Tucows intends to fund the tender through a combination of available cash and two demand loan revolving facilities Tucows currently has with the Bank of Montreal (“BMO”).
Based on a preliminary count by Broadridge Corporate Issuer Solutions, Inc., 14,265,573 shares were properly tendered at prices at or below the purchase price, making the tender offer oversubscribed by 6,695,621 shares, or approximately 47%. Due to over-subscription, Tucows expects the final proration factor for shares tendered at or below $0.77 per share to be approximately 53%. For this purpose, shares tendered at or below $0.77 per share will include shares tendered by those persons who indicated, in their letter of transmittal, that they are willing to accept the price determined in the offer. All shares purchased in the tender offer will receive the same price.
The price per share is preliminary and subject to verification by Broadridge Corporate Issuer Solutions, Inc., the depositary for the tender offer. The actual price per share will be announced promptly following completion of the verification process. After the determination of the actual price per share, the depositary will issue payment for the shares accepted under the tender offer and return all shares not accepted.
Directors, executive officers and affiliates of Tucows were eligible to participate in the offer. Lacuna LLC, a company of which Rawleigh Ralls, a director of Tucows, is a founding partner, has tendered all of its 7.85 million shares in the offer as part of a rebalancing of its portfolio. In addition, Mr. Ralls has tendered an additional 300,000 shares that he holds directly.
Tucows commenced the tender offer on December 20, 2011, when it offered to purchase up to 6,500,000 shares of its Common Stock at a price within the range of $0.73 to $0.77 per share, net to the seller in cash, without interest.
All shares purchased by Tucows in the tender offer will be cancelled. Based on the preliminary results, as a result of the completion of the tender offer Tucows expects to have approximately 46,047,337 shares issued and outstanding as of the time immediately following payment for the tendered shares.