TUCOWS INC /PA/ TCX
Terms unclear
Unclear — read the filing yourself
In a Dutch auction, tendering too high can cost you the priority. The company picks the lowest price that buys the shares it wants, and everyone at or below that price gets it. Tender above it and your shares come back unpurchased — and because you are not in the accepted pool at all, the odd-lot priority never applies. Most offers have a box meaning "accept whatever price is determined", which keeps you in the pool; the trade-off is that you give up any say in the price. The filing explains both.
| Status | Closed |
|---|---|
| Closing date | 2015-01-07 |
| How it is priced | Dutch auction |
| Odd-lot threshold | — |
| Must tender everything you hold | Yes |
| Must tick the odd-lot box on the form | Not stated |
| Price offered | USD $16.50 to $18.50 per share, in steps of $0.25 |
| Most an odd-lot tender could be | $1,633.50 to $1,831.50 |
Where each of these comes from
Every line above was read out of the filing. Here is the wording it was read from, so you can check it.
expiry = 2015-01-07...k for an Aggregate Purchase Price of not more than $8.0 million at a Per Share Price Not Less Than $16.50 per Share Nor in Excess of $18.50 Per Share THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 7, 2015, UNLESS THE OFFER IS EXTENDED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”) OR TERMINATED. Tucows Inc., a Pennsylvania corporation (the “Company”, “Tucows”, “we”, “us” or “our”), is offering to purchase for cash shares of its c...
expiry = 2015-01-07...k for an Aggregate Purchase Price of not more than $8.0 million at a Per Share Price Not Less Than $16.50 per Share Nor in Excess of $18.50 Per Share THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 7, 2015, UNLESS THE OFFER IS EXTENDED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”) OR TERMINATED. Tucows Inc., a Pennsylvania corporation (the “Company”, “Tucows”, “we”, “us” or “our”), is offering to purchase for cash shares of its c...
expiry = 2015-01-07...k for an Aggregate Purchase Price of not more than $8.0 million at a Per Share Price Not Less Than $16.50 per Share Nor in Excess of $18.50 Per Share THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 7, 2015, UNLESS THE OFFER IS EXTENDED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”) OR TERMINATED. Tucows Inc., a Pennsylvania corporation (the “Company”, “Tucows”, “we”, “us” or “our”), is offering to purchase for cash shares of its c...
listed = True...y determination or judgment by Tucows concerning the events described above will be final and binding on all parties, subject to any determination by a court of competent jurisdiction. 8. Price Range of Shares; Dividends. Our shares are listed and principally traded on the NASDAQ under the symbol “TCX” and on the Toronto Stock Exchange under the symbol “TC.” On December 17, 2013, we notified the NYSE MKT LLC (the “NYSE MKT”) of our intent to withdraw the listing and registration of our common stock from the NYSE MKT, and transfer the listing of our common stock to the NASDAQ. Our common stock ceased trading on th...
listed = True...y determination or judgment by Tucows concerning the events described above will be final and binding on all parties, subject to any determination by a court of competent jurisdiction. 8. Price Range of Shares; Dividends. Our shares are listed and principally traded on the NASDAQ under the symbol “TCX” and on the Toronto Stock Exchange under the symbol “TC.” On December 17, 2013, we notified the NYSE MKT LLC (the “NYSE MKT”) of our intent to withdraw the listing and registration of our common stock from the NYSE MKT, and transfer the listing of our common 14 stock to the NASDAQ. Our common stock ceased trading on...
listed = True...etermination or judgment by Tucows concerning the events described above will be final and binding on all parties, subject to any determination by a court of competent jurisdiction. 14 8. Price Range of Shares; Dividends. Our shares are listed and principally traded on the NASDAQ under the symbol “TCX” and on the Toronto Stock Exchange under the symbol “TC.” On December 17, 2013, we notified the NYSE MKT LLC (the “NYSE MKT”) of our intent to withdraw the listing and registration of our common stock from the NYSE MKT, and transfer the listing of our common stock to the NASDAQ. Our common stock ceased trading on th...
mechanism = DUTCH...for the Offer of $16.50 per share is below the closing market price on the NASDAQ for the shares of $17.45 on December 5, 2014, the last full trading day before we commenced the Offer. We are conducting our offer through a procedure commonly called a “modified” Dutch auction. This procedure enables you to choose a price within a price range at which you are willing to sell your shares. • After the Expiration Time, we will review the prices chosen by shareholders who have properly tendered and not validly withdrawn their shares. We will then select the lowest price per share that will enable us to purchase sh...
mechanism = DUTCH...for the Offer of $16.50 per share is below the closing market price on the NASDAQ for the shares of $17.45 on December 5, 2014, the last full trading day before we commenced the Offer. We are conducting our offer through a procedure commonly called a “modified” Dutch auction. This procedure enables you to choose a price within a price range at which you are willing to sell your shares. • After the Expiration Time, we will review the prices chosen by shareholders who have properly tendered and not validly withdrawn their shares. We will then select the lowest price per share that will enable us to purchase sh...
mechanism = DUTCH...for the Offer of $16.50 per share is below the closing market price on the NASDAQ for the shares of $17.45 on December 5, 2014, the last full trading day before we commenced the Offer. We are conducting our offer through a procedure commonly called a “modified” Dutch auction. This procedure enables you to choose a price within a price range at which you are willing to sell your shares. • After the Expiration Time, we will review the prices chosen by shareholders who have properly tendered and not validly withdrawn their shares. We will then select the lowest price per share that will enable us to purchase sh...
must_tender_all = True...of our shares as margin securities. We caution readers that the important factors, including without limitation the price at which we ultimately determine to purchase shares in the offer, the number of shares tendered in the offer, the number of shareholders who tender all of their shares of our common stock in the offer, general market conditions and other factors discussed in other documents filed by us with the Securities and Exchange Commission, among others, could cause our actual results to differ materially from statements contained in this offer to purchase. Forward-looking statements are not guarantees of future...
must_tender_all = True...of our shares as margin securities. We caution readers that the important factors, including without limitation the price at which we ultimately determine to purchase shares in the offer, the number of shares tendered in the offer, the number of shareholders who tender all of their shares of our common stock in the offer, general market conditions and other factors discussed in other documents filed by us with the Securities and Exchange Commission, among others, could cause our actual results to differ materially from statements contained in this offer to purchase. Forward-looking statements are not guarantees of future...
must_tender_all = True...of our shares as margin securities. We caution readers that the important factors, including without limitation the price at which we ultimately determine to purchase shares in the offer, the number of shares tendered in the offer, the number of shareholders who tender all of their shares of our common stock in the offer, general market conditions and other factors discussed in other documents filed by us with the Securities and Exchange Commission, among others, could cause our actual results to differ materially from statements contained in this offer to purchase. Forward-looking statements are not guarantees of future...
price = USD 16.5-18.5...tendered and the prices specified by tendering shareholders. All shares acquired in the offer will be acquired at the same price. Tucows will select the lowest price per share of not less than $16.50 and not more than $18.50 per share that will enable the Company to purchase the maximum number of shares validly tendered in the offer and not validly withdrawn having an aggregate purchase price not exceeding $8.0 million. Only shares validly...
price = USD 16.5-18.5...tendered and the prices specified by tendering shareholders. All shares acquired in the offer will be acquired at the same price. Tucows will select the lowest price per share of not less than $16.50 and not more than $18.50 per share that will enable the Company to purchase the maximum number of shares validly tendered in the offer and not validly withdrawn having an aggregate purchase price not exceeding $8.0 million. Only shares validly...
price = USD 16.5-18.5...tendered and the prices specified by tendering shareholders. All shares acquired in the offer will be acquired at the same price. Tucows will select the lowest price per share of not less than $16.50 and not more than $18.50 per share that will enable the Company to purchase the maximum number of shares validly tendered in the offer and not validly withdrawn having an aggregate purchase price not exceeding $8.0 million. Only shares validly...
txn_type = CONSOLIDATION...“TCX”. We maintained our listing on the Toronto Stock Exchange under the symbol “TC”. At a special meeting of shareholders on December 4, 2013, our shareholders approved an amendment to our Fourth Amended and Restated Articles of Incorporation to implement a reverse stock split, within a range from 1-for-3 to 1-for-6 at any time prior to January 31, 2014, with the exact ratio of the reverse stock split to be determined by our Board of Directors at its sole discretion. Subsequently, our Board of Directors approved the implementation of a reverse stock split at a ratio of 1-for-4 shares (the “Reverse Stock Split”...
txn_type = CONSOLIDATION...“TCX”. We maintained our listing on the Toronto Stock Exchange under the symbol “TC”. At a special meeting of shareholders on December 4, 2013, our shareholders approved an amendment to our Fourth Amended and Restated Articles of Incorporation to implement a reverse stock split, within a range from 1-for-3 to 1-for-6 at any time prior to January 31, 2014, with the exact ratio of the reverse stock split to be determined by our Board of Directors at its sole discretion. Subsequently, our Board of Directors approved the implementation of a reverse stock split at a ratio of 1-for-4 shares (the “Reverse Stock Split”...
txn_type = CONSOLIDATION...“TCX”. We maintained our listing on the Toronto Stock Exchange under the symbol “TC”. At a special meeting of shareholders on December 4, 2013, our shareholders approved an amendment to our Fourth Amended and Restated Articles of Incorporation to implement a reverse stock split, within a range from 1-for-3 to 1-for-6 at any time prior to January 31, 2014, with the exact ratio of the reverse stock split to be determined by our Board of Directors at its sole discretion. Subsequently, our Board of Directors approved the implementation of a reverse stock split at a ratio of 1-for-4 shares (the “Reverse Stock Split”...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2014-12-08 | SC TO-I | original (governing) | View |
| 2014-12-23 | SC TO-I/A | amendment | View |
| 2015-01-05 | SC TO-I/A | amendment | View |