Tucows Inc. has reinstated its previously announced stock buyback program to repurchase up to US $10 million of Tucows common stock. The program, which initially commenced on November 15, 2011 and will end on November 14, 2012, was temporarily suspended when the company undertook its most recent Dutch Auction Tender, which was completed on January 20, 2012.
The buyback program allows Tucows to repurchase its shares of common stock either through the facilities of the TSX or the NYSE AMEX Stock Exchange. As of November 9, 2011 there were 53,477,524 common shares outstanding, and as of January 26, 2012, the date the final results of the Dutch Auction Tender offer were announced, there were 46,047,111 common shares outstanding. All shares purchased by Tucows under this buyback program will be cancelled.
Under the buyback program Tucows may repurchase up to 3,840,000 shares of its common stock, which amount represents approximately 10% of the public float of Tucows as of the time the buyback program was initially commenced. For purposes of any repurchases made on the TSX, Tucows may only purchase up to a maximum of 1,000 shares in any daily trading session, which number represents 25% of the average daily trading volume on the TSX over the six month period ending October 31, 2011, unless the block purchase exception is relied upon.
Prior to the suspension of the buyback program, Tucows had repurchased 23,765 shares.
The timing and exact number of common shares purchased will be at Tucows’ discretion and will depend on available cash and market conditions. Tucows may suspend or discontinue the repurchases at any time, including in the event Tucows would be deemed to be making an acquisition of its own shares under Rule 13e-3 of the Securities Exchange Act of 1934, as amended. Subject to applicable securities laws and stock exchange rules, all purchases will occur through the open market and may be in large block purchases. Tucows does not intend to purchase its shares from its management team or other insiders.
While Tucows does not intend to purchase its shares from its management team or other insiders, sales by such persons through the facilities of NYSE AMEX or the TSX may occur if the circumstances of any such person or entity change or any such person or entity makes a decision unrelated to these normal course purchases. The benefits to any such person or entity whose shares are purchased would be the same as the benefits available to all other holders whose shares are purchased by Tucows in connection with the normal course issuer bid.