QUINCY, Illinois, 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 International (NYSE: TWI) announces that it is in preliminary discussions with Titan Europe regarding a potential offer to acquire the entire share capital of Titan Europe, not already owned by Titan International or its related parties, on the following basis: a Titan Europe shareholder would receive 1 Titan International share for every 8 Titan Europe shares they own (the "Proposed Offer").
The making of the Proposed Offer is subject to a number of pre-conditions including, inter alia, (i) completion of confirmatory due diligence, (ii) confirmation that consummation of the offer would not invoke the change of control provision under Titan Europe's credit facility, (iii) approval of the Company's lenders, (iv) approval of the Company's shareholders to issue up to 9,000,000 shares of the Company's common stock, and (v) the unanimous recommendation of the board of Titan Europe. The Company reserves the right to waive any of the pre-conditions.
Titan International has filed a preliminary proxy statement with the Securities and Exchange Commission regarding a special meeting of Titan International shareholders. The special meeting would be to approve the issuance of up to 9,000,000 shares of the Company's common stock for the purpose of making the Proposed Offer.
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the Takeover Code and there can be no certainty that any offer will ultimately be made for Titan Europe or as to the terms of any such offer even if the pre-conditions are satisfied or waived. Pursuant to Rule 2.4(c) of the Takeover Code, Titan International reserves the right, with the recommendation of the Titan Europe Board, to make an offer for Titan Europe at a lower price and/or to vary the form and/or mix of consideration.
A further announcement may be made, if and when appropriate.
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 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.
Contact: Cheri T. Holley Vice President, Secretary, and General Counsel Titan International, Inc. Tel: +1-217-228-6011
