News / February 2009

Tucows Commences Dutch Auction Tender Offer to Repurchase up to 4 Million Common Shares

TORONTO ‚Äì February 12, 2009 – Tucows Inc. (AMEX:TCX, TSX:TC) a global provider of domain names, email and other Internet services, announced today that it is commencing a modified “Dutch auction” tender offer to repurchase up to 4,000,000 shares of its common stock, representing approximately 5.5% of the Tucows’ outstanding shares. The closing price of Tucows’ common stock on the NYSE Alternext US on February 11, 2009 was $0.36 per share.

“We believe our shares to be an attractive investment and their repurchase by the Company to be a prudent use of cash that is consistent with our long-term objective to create shareholder value,” said Stanley Stern, Chairman of the Board of Tucows.

Under the tender offer, shareholders will have the opportunity to tender some or all of their shares at a price within the $0.36 to $0.45 per share price range. 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 4,000,000 shares. If shareholders of more than 4,000,000 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 4,000,000 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 1,461,500 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, March 13, 2009, unless extended by Tucows.

The information agent for the offer is StockTrans, 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.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of Tucows’ common stock. The offer is being made solely by the offer to purchase and the related letter of transmittal. Investors are urged to read Tucows’ tender offer statement on Schedule TO filed with the Securities and Exchange Commission in connection with the tender offer, which includes as exhibits, the offer to purchase and the related letter of transmittal, as well as any amendments or supplements to the statement when they become available, because they contain important information. Each of these documents has been or will be filed with the Securities and Exchange Commission, and investors may obtain them for free from the Securities and Exchange Commission at its website (www.sec.gov) or from StockTrans, Inc., the information agent for the tender offer, by directing such request to: StockTrans, Inc., Attn: Re-Organization Dept., 44 West Lancaster Avenue, Ardmore, PA 19003, telephone (800) 733-1121.

About Tucows

Tucows is a global Internet services company. OpenSRS manages over 8 million domain names and millions of email boxes through a reseller network of over 9,000 web hosts and ISPs. Hover is the easiest way for individuals and small businesses to manage their domain names and email addresses. YummyNames owns premium domain names that generate revenue through advertising or resale. Butterscotch.com is an online video network building on the foundation of Tucows.com. More information can be found at http://tucowsinc.com.

For further information: Lawrence Chamberlain, The Equicom Group for Tucows Inc., (416) 815-0700 ext. 257, lchamberlain@equicomgroup.com

This news release contains, in addition to historical information, forward-looking statements related to such matters as our business, including the timing and total number of shares to be purchased under the proposed tender offer and our long-term objectives. Such statements are based on management’s current expectations and are subject to a number of uncertainties and risks, which could cause actual results to differ materially from those described in the forward-looking statements. Information about potential factors that could affect Tucows’ business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements included in this document are based on information available to Tucows as of the date of this document, and Tucows assumes no obligation to update such forward-looking statements.

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TUCOWS is a registered trademark of Tucows Inc. or its subsidiaries. All other trademarks and service marks are the properties of their respective owners.

Tucows Expired Domain Names Now At NameJet

Tucows will now exclusively use NameJet to auction Tucows’ large inventory of expired domain names.

NameJet is a domain name aftermarket auction company that consolidates an exclusive inventory of expired and deleted domains from top domain name registrars and makes them available for auction.

Starting today (February 9, 2009), thousands of daily expired domain names from Tucows will be available for auction to the general public on the NameJet Website.

We’re pleased to be working with NameJet to auction our expired domain names, and we look forward to these names being made available to a wide audience of bidders through NameJet.

Tucows Inc. Reports Financial Results for the Fourth Quarter of 2008

TORONTO, February 9, 2009 — Tucows Inc., (AMEX:TCX, TSX:TC) a global provider of domain names, email and other Internet services, today reported its financial results for the fourth quarter 2008 ended December 31, 2008. All figures are in U.S. dollars.

“During the fourth quarter, our strong competitive position continued to drive both new registration and renewal domain transaction volumes inside of our OpenSRS wholesale services business, contributing to year-over-year growth in revenue,” said Elliot Noss, President and CEO of Tucows. “While we benefited from the sale of our equity stake in Afilias during the quarter, cash flow from operations was negatively impacted by the timing of payables, as well as one-time restructuring costs.”

Mr. Noss continued, “The domain name component of our OpenSRS Wholesale business is exhibiting solid growth, especially relative to the rest of the domain name market. Our launches of Hover, Butterscotch.com and YummyNames in 2008 have set the stage for us to grow each of these units in 2009.

“With our email migration, employee downsizing and more favorable Canadian dollar environment, combined with our recurring revenue model based on high-volume, low-cost transactions, we will produce solid cash flow from operations, which will support our share repurchase programs and generate value for our shareholders.”

Summary Financial Results
(Numbers in Thousands of US Dollars, Except Per Share Data)
Three Months Ended
Dec. 31, 2008
Three Months Ended
Dec. 31, 2007
Twelve Months Ended
Dec. 31, 2008
Twelve Months Ended
Dec. 31, 2007
Net Revenue 19,159 18,240 78,468 74,638
Net Income (Loss) 1,019 (935) 2,075 2,676
Net Income (Loss)/Share 0.01 (0.01) 0.03 0.04
Cash Flow from Operations (229) 2,680 2,361 8,623
Summary of Revenue and Cost of Revenue
(Numbers in Thousands of US Dollars)
Revenue Cost of Revenue
Three Months Ended Dec. 31, 2008 (unaudited) Three Months Ended Dec. 31, 2007 (unaudited) Three Months Ended Dec. 31, 2008 (unaudited) Three Months Ended Dec. 31, 2007 (unaudited)
Traditional Domain Registration Services 14,137 12,574 11,397 9,672
Domain Portfolio 855 831 175 171
Email Services 1,122 1,675 95 218
Retail Services 1,436 1,528 571 513
Other Services 1,609 1,632 417 423
Total 19,159 18,240 12,655 10,997

Net revenue for the fourth quarter 2008 increased 5.0% to $19.2 million from $18.2 million for the fourth quarter 2007. The increase was primarily the result of growth in both new registrations and renewals from our traditional domain registration service. Net revenue for fiscal 2008 increased 5.1% to $78.5 million from $74.6 million for fiscal 2007.

Net income for the fourth quarter 2008 was $1.0 million, or $0.01 per share, compared with a net loss of $935,000, or $0.01 per share, for the fourth quarter 2007. Net income for the fourth quarter 2008 included other income of $3.1 million from the sale of the Company’s equity stake in Afilias. This benefit was partially offset by a loss on foreign exchange of $2.2 million, inclusive of a mark to market loss of $1.4 million, compared to a gain on foreign exchange of $106,000, inclusive of a mark to market loss of $667,000 in the fourth quarter 2007, largely as a result of the significant weakening of the Canadian dollar that occurred during the fourth quarter 2008.

Net income for fiscal 2008 was $2.1 million, or $0.03 per share, compared with $2.7 million, or $0.04 per share, for fiscal 2007. Net income for fiscal 2008 included other income of $5.3 million, which was composed primarily of the profit of $3.1 million from the sale of the Company’s equity stake in Afilias and the profit of $2.1 million on the sale of the Company’s retail hosting assets. These benefits were largely offset by a loss on foreign exchange of $2.8 million, inclusive of a mark to market loss of $2.0 million, compared to a gain on foreign exchange of $1.5 million, inclusive of a mark to market gain of $497,000 in fiscal 2007, largely the result of the significant weakening of the Canadian dollar that occurred during fiscal 2008.

Deferred revenue at the end the fourth quarter of fiscal 2008 was $54.2 million, an increase of 7.0% from $50.6 million at the end of the fourth quarter of 2007 and down marginally from $54.4 million at the end of the third quarter of fiscal 2008 due primarily to the impact of the sale of the Company’s retail hosting assets. Cash at the end of the fourth quarter of fiscal 2008 was $5.4 million compared with $8.1 million at the end of the fourth quarter of fiscal 2007 and $2.7 million at the end of the third quarter of fiscal 2008. This increase in cash compared to the third quarter of 2008 is primarily the result of cash proceeds of $3.2 million generated by the sale of the Company’s equity position in Afilias and the return of $500,000 from escrow on the conclusion of our acquisition of Innerwise, Inc. This was partially offset by the use of cash in operations of $229,000, the repayment of $479,000 of the Company’s bank loan, the investment of $191,000 in property and equipment and the repurchase of shares valued at $272,000.

About Tucows

Tucows is a global Internet services company. OpenSRS manages over 8 million domain names and millions of email boxes through a reseller network of over 9,000 web hosts and ISPs. Hover is the easiest way for individuals and small businesses to manage their domain names and email addresses. YummyNames owns premium domain names that generate revenue through advertising or resale. Butterscotch.com is an online video network building on the foundation of Tucows.com. More information can be found at http://tucowsinc.com.

For further information: Lawrence Chamberlain, The Equicom Group for Tucows Inc., (416) 815-0700 ext. 257, lchamberlain@equicomgroup.com

Tucows Announces Intention to Commence Dutch Auction Tender Offer to Repurchase up to 4 Million Common Shares

TORONTO – February 9, 2009 – Tucows Inc. (AMEX:TCX, TSX:TC) a global provider of domain names, email and other Internet services, announced today that it intends to commence a modified “Dutch auction” tender offer to repurchase up to 4,000,000 shares of its common stock, representing approximately 5.5% of the Tucows’ outstanding shares. The tender offer is expected to commence on Thursday, February 12, 2009 and to expire, unless extended, at 5:00 P.M., New York City Time, on Friday, March 13, 2009.

“We believe our shares to be an attractive investment and their repurchase by the Company to be a prudent use of cash that is consistent with our long-term objective to create shareholder value,” said Stanley Stern, Chairman of the Board of Tucows.

Under the tender offer, shareholders will have the opportunity to tender some or all of their shares at a price within an expected range of $0.32 to $0.45 per share, which price range may be modified by Tucows prior to the commencement of the offer. 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 4,000,000 shares, or such lesser number of shares that are properly tendered. If shareholders of more than 4,000,000 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 4,000,000 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 1,461,500 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 information agent for the offer will be StockTrans, Inc. None of Tucows, its board of directors or the information agent is or will be 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.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of Tucows’ common stock. The offer will be made solely by the offer to purchase and the related letter of transmittal. Stockholders and investors should read carefully the offer to purchase and related materials when they are available because they contain important information. Stockholders and investors may obtain a free copy (when available) of the offer to purchase and other documents that will be filed by Tucows with the SEC at the SEC’s web site (www.sec.gov) or from StockTrans, Inc., the information agent for the tender offer, by directing such request to: StockTrans, Inc., Attn: Re-Organization Dept., 44 West Lancaster Avenue, Ardmore, PA 19003, telephone (800) 733-1121. Stockholders are urged to carefully read these materials prior to making any decision with respect to the offer.

About Tucows

Tucows is a global Internet services company. OpenSRS manages over 8 million domain names and millions of email boxes through a reseller network of over 9,000 web hosts and ISPs. Hover is the easiest way for individuals and small businesses to manage their domain names and email addresses. YummyNames owns premium domain names that generate revenue through advertising or resale. Butterscotch.com is an online video network building on the foundation of Tucows.com. More information can be found at http://tucowsinc.com.

For further information: Lawrence Chamberlain, The Equicom Group for Tucows Inc., (416) 815-0700 ext. 257, lchamberlain@equicomgroup.com
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This news release contains, in addition to historical information, forward-looking statements related to such matters as our business, including statements regarding the expected time of commencement of the tender offer, the planned source of funds to purchase shares tendered in the tender offer and our long-term objectives. Such statements are based on management’s current expectations and are subject to a number of uncertainties and risks, which could cause actual results to differ materially from those described in the forward-looking statements. Information about potential factors that could affect Tucows’ business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements included in this document are based on information available to Tucows as of the date of this document, and Tucows assumes no obligation to update such forward-looking statements. ‚Ä®‚Ä®TUCOWS is a registered trademark of Tucows Inc. or its subsidiaries. All other trademarks and service marks are the properties of their respective owners.

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