LONDON, April 12 /PRNewswire/ --
- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
- Titan Europe PLC ("Titan Europe" or the "Company") Response to Statement by Titan International, Inc. ("Titan International")
Further to the statement released earlier today by Titan International, Titan Europe confirms that it is in preliminary discussions with Titan International regarding a potential offer for the Company pursuant to which Titan Europe shareholders would receive one Titan International share for every eight Titan Europe shares they own (the "Possible Offer"). Based on the closing price of a Titan International share on 11 April 2008 as derived from the New York Stock Exchange and the current US Dollar/Sterling exchange rate of approximately 1.969, the Possible Offer values each Titan Europe share at approximately 230p. Shareholders should note that the value of the Possible Offer will fluctuate with movements in Titan International's share price and the US Dollar/Sterling exchange rate.
By virtue of the fact that each of Maurice Taylor, Erwin Billig and Michael Akers are directors of both companies, the Possible Offer is being considered on behalf of Titan Europe's shareholders by the remaining Titan Europe directors, being Philip Gartside, Cecilia La Manna and Vincent Wicks (the "Independent Directors").
Shareholders should note that the making of the Possible Offer by Titan International is subject to a number of pre-conditions including, inter alia, (i) completion of confirmatory due diligence, (ii) confirmation that completion of the offer would not invoke the change of control provision under Titan Europe's principal credit facility, (iii) approval of Titan International's lenders, (iv) approval of Titan International's shareholders to issue up to 9,000,000 shares of Titan International's common stock; and (v) the unanimous recommendation of the Independent Directors. Even if these conditions are met, there can be no certainty that an offer will ultimately be made nor as to the terms on which any offer might be made.
A further announcement will be made in due course.
Enquiries: Financial Adviser to Titan Europe, Close Brothers +44(0)20-7655-3100, Stephen Aulsebrook, Michael Dubois; Nominated Adviser and Broker to Titan Europe, Seymour Pierce Limited +44(0)20-7107-8000, Mark Percy, Nicola Marrin.
The Independent Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Independent Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Close Brothers Corporate Finance Limited which is regulated by the Financial Services Authority in the United Kingdom, is acting for Titan Europe and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Titan Europe for providing the protections afforded to customers of Close Brothers Corporate Finance Limited nor for providing advice in relation to the matters referred to in this announcement.
Seymour Pierce Limited which is regulated by the Financial Services Authority in the United Kingdom, is acting for Titan Europe and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Seymour Pierce Limited for providing the protections afforded to customers of Seymour Pierce Limited nor for providing advice in relation to the matters referred to in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code ("the Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Titan International or of Titan Europe, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Titan International or Titan Europe, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Titan International or of Titan Europe by Titan International or Titan Europe, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
