TIDMTSW
RNS Number : 0999O
Titan International, Inc.
05 October 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION
5 October 2012
RECOMMENDED SHARE OFFER
by
TITAN INTERNATIONAL, INC.
to acquire the entire issued and to be issued share capital
of
TITAN EUROPE PLC
(other than those shares already owned by Titan Luxembourg
S.a.r.l., a wholly owned subsidiary of Titan International,
Inc.)
OFFER UNCONDITIONAL AS TO ACCEPTANCES AND DECLARED WHOLLY
UNCONDITIONAL
Introduction
The Board of Titan Europe plc ("Titan Europe") announced on 17
July 2012 that it was in talks with Titan International, Inc.
("Titan International"), which may or may not lead to an offer
being made for the whole of the issued and to be issued share
capital of Titan Europe (other than those shares already owned by
Titan Luxembourg S.a.r.l., a wholly owned subsidiary of Titan
International). On 26 July 2012 Titan International announced that
it was in discussions with the Independent Directors of Titan
Europe which might lead to an all-share offer being made for Titan
Europe on the terms that Titan Europe Shareholders would be
entitled to receive one New Titan International Common Share for
every 11 Titan Europe Shares.
On 10 August 2012, the Board of Titan International (other than
Michael Akers who because of his position as Chief Executive
director of Titan Europe has taken no part in any of the
deliberations relating to the Offer) and the Independent Directors
of Titan Europe announced that they had reached agreement on the
terms of a recommended share offer for the entire issued and to be
issued share capital of Titan Europe (other than those shares
already owned by Titan Luxembourg S.a.r.l., a wholly owned
subsidiary of Titan International) (the "Offer").
On 14 September 2012 Titan International announced that the
Offer Document and Form of Acceptance, which contain the terms and
conditions of the Offer and the procedure for acceptance of the
Offer, were posted to the shareholders of Titan Europe. The Offer
Document includes the unanimous recommendation by the Independent
Directors of Titan Europe that Titan Europe Shareholders accept or
procure the acceptance of the Offer. A document regarded by the FSA
as being equivalent to that of a prospectus (the "Prospectus
Equivalent Document") was also made available for viewing in
accordance with the provisions of the Prospectus Rules.
Terms used in this announcement have the meanings given to them
in the Offer Document, unless stated otherwise.
Level of acceptances
As at 1.00 p.m. (London time) on 5 October 2012, Titan
International had received valid acceptances of the Offer in
respect of 57,466,058 Titan Europe Shares (representing
approximately 65.56 per cent. of the existing issued share capital
of Titan Europe), which, together with the 18,993,821 Titan Europe
Shares already owned by Titan Luxembourg S.a.r.l., represents, in
aggregate, 87.24 per cent. towards the satisfaction of the
acceptance condition to the Offer.
These acceptances include those received in respect of 1,530,000
Titan Europe Shares (representing approximately 1.75 per cent. of
the existing issued share capital of Titan Europe at the date of
the Offer) which were subject to irrevocable commitments procured
by Titan International from the Titan Europe Directors who held
Titan Europe Shares.
Acceptance condition satisfied
Titan International is pleased to announce that the acceptance
condition to the Offer has been satisfied and that the Offer has
become unconditional as to acceptances. The first closing date of
the Offer was 1.00 p.m. (London time) today, 5 October 2012.
Offer declared wholly unconditional
Today, Titan International announces that all remaining
conditions to the Offer, as set out in the Offer Document, have
been satisfied or waived and that the Offer is now unconditional in
all respects.
Offer timetable and action to be taken
The Offer will remain open for acceptance until 19 October 2012,
being 14 days after the date on which the Offer has been declared
unconditional as to acceptances.
The Offer will close at 1.00 p.m. (London time) on 19 October
2012. Failure to accept the Offer by 1.00 p.m. (London time) on 19
October 2012 will mean that you are not entitled to accept the
Offer.
Titan Europe Shareholders who have not yet accepted the Offer
are encouraged to do so without delay.
To accept the Offer in respect of the Titan Europe Shares held
in certificated form, the completed and signed Form of Acceptance
should be returned and received, in accordance with the
instructions printed thereon, by the Receiving Agent as soon as
possible and, in any event, by no later than 1.00 p.m. (London
time) on 19 October 2012.
To accept the Offer in respect of Titan Europe Shares held in
uncertificated form (that is, in CREST), electronic acceptances
should be made and settled, in accordance with the instructions set
out in the Offer Document, as soon as possible and, in any event,
by no later than 1.00 p.m. (London time) on 19 October 2012.
Settlement
The New Titan International Shares to be issued in consideration
of the Offer will begin trading on the New York Stock Exchange on
or around 19 October 2012, being 10 Business Days after the date on
which the Offer is declared wholly unconditional.
Documents available for inspection
The Offer Document and the Prospectus Equivalent Document and a
copy of this announcement, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, are available on
the Titan Europe website (www.titaneurope.com) and the Titan
International website (www.titan-intl.com). Copies of the Offer
Document, the Prospectus Equivalent Document and certain other
documents are available for inspection during normal business hours
on any weekday (Saturdays, Sundays and public holidays excepted) at
the offices of Goodman Derrick LLP, 10 St Bride Street, London EC4A
4AD, United Kingdom. In addition, the Prospectus Equivalent
Document has also been made available for viewing at the National
Storage Mechanism (www.hemscott.com/nsm.do).
Enquiries:
Titan International, Inc.
Maurice Taylor +1 (217) 221 4773
Seymour Pierce Limited
(Financial adviser to Titan International,
Inc.)
+44 (0)20 7107
Mark Percy 8000
Catherine Leftley
Titan Europe Plc
+44 (0)1204 673
Philip Gartside 758
+44 (0)156 285
Gary Chesterton 0561
Arden Partners plc
(Financial adviser to the Independent Directors
of Titan Europe plc)
+44 (0) 207 614
Steve Douglas 5917
Tooley Street Communications Investor & Media
(Public relations adviser to Titan Europe plc)
+44 (0) 121 309
Fiona Tooley 0099
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer is made solely pursuant to the terms of the
Offer Document and, in the case of Titan Europe shares held in
certificated form, the Form of Acceptance, which contain the full
terms and conditions of the Offer. Any decision in respect of, or
other response to, the Offer should be made only on the basis of
the information contained in the Offer Document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the United States
may be restricted by law and therefore any persons who are subject
to the laws of any jurisdiction other than the United Kingdom or
the United States should inform themselves about, and observe any
applicable requirements. This announcement has been prepared for
the purpose of complying with the City Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
Copies of this announcement and any formal documentation
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in or into or
from any Restricted Jurisdiction. The Offer may not be made
directly or indirectly, in or into, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
The New Titan International Shares to be offered in connection
with the Offer will not be registered under the US Securities Act
of 1933, as amended and it is intended that they will be issued to
US Shareholders in reliance on the exemption from registration set
forth in Rule 802 thereunder.
Seymour Pierce Limited which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Titan International and for no-one else in
connection with the matters set out in this announcement and will
not be responsible to any person other than Titan International for
providing the protections afforded to clients of Seymour Pierce,
nor for providing advice in relation to the matters set out in this
announcement.
Arden Partners plc is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
as financial adviser to the Independent Directors of Titan Europe
and for no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than the
Independent Directors of Titan Europe for providing the protections
afforded to its clients nor for providing advice in relation to the
matters set out in this announcement.
Cautionary Note Regarding Forward-Looking Statements
This document contains certain statements about Titan
International and Titan Europe that are or may be "forward-looking
statements" - that is, statements related to future, not past,
events, including forward-looking statements within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995. These
statements are based on the current expectations of the management
of Titan International and Titan Europe (as the case may be) and
are subject to uncertainty and changes in circumstances, and
involve risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in such
forward-looking statements.
The forward-looking statements contained in this press release
may include statements about the expected effects on Titan Europe
and Titan International of the Offer, the expected timing and scope
of the Offer, strategic options and all other statements in this
document other than historical facts. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects", "seeks",
"sees", "should," "would," "expect," "positioned," "strategy," or
words or terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include
statements relating to the following: anticipated trends in the
relevant business, future expenditures for capital projects, the
ability to continue to control costs and maintain quality, the
ability to meet financial covenants and conditions of loan
agreements, Titan International's and Titan Europe's business
strategies, including their intention to introduce new products,
expectations concerning the performance and success of Titan
International's and Titan Europe's existing and new products and
Titan International's and Titan Europe's intention to consider and
pursue acquisition and divestiture opportunities.
These forward-looking statements are based on Titan
International's and Titan Europe's expectations and are subject to
a number of risks and uncertainties, certain of which are beyond
Titan International's and Titan Europe's control.
Actual results could differ materially from these
forward-looking statements as a result of certain factors,
including:
The effect of a recession on Titan International and Titan
Europe and their customers and suppliers, changes in Titan
International's and Titan Europe's end-user markets as a result of
world economic or regulatory influences, changes in the
marketplace, including new products and pricing changes by Titan
International's and Titan Europe's competitors, ability to maintain
satisfactory labour relations, unfavourable outcomes of legal
proceeding, availability and price of raw materials, levels of
operating efficiencies, unfavourable product liability and warranty
claims, actions of domestic and foreign governments, political
change in any of the countries or regions in which either Titan
International or Titan Europe operates, results of investments,
fluctuations in currency translations, natural disasters, climate
change and related laws and regulations and risks associated with
environmental laws and regulations. Any changes in such factors
could lead to significantly different results. No assurance can be
provided that the assumptions referred to in the forward-looking
statements or otherwise are accurate or will prove to transpire.
Any assumptions that are inaccurate or do not prove to be correct
could have a material adverse effect on Titan International's and
Titan Europe's ability to achieve the results as indicated in
forward-looking statements.
Due to such uncertainties and risks, readers are cautioned not
to place undue reliance on any forward-looking statements, which
speak only as of the date hereof. Neither Titan International or
Titan Europe undertakes any obligation to update publicly or revise
forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in one per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
Offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the Offer period
and, if later, following the announcement in which any paper
offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the City Code applies must be made by
no later than 3.30 p.m. (London time) on the 10(th) business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure. Under Rule 8.3(b) of the City Code, any person who is,
or becomes, interested in 1 per cent. or more of any class of
relevant securities of the offeree company or of any paper offeror
must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any paper offeror, save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) of the City Code applies
must be made by no later than 3.30 p.m. (London time) on the
business day following the date of the relevant dealing. If two or
more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the City Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the City Code). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures
and Dealing Disclosures must be made can be found in the Disclosure
Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified. If you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure, you should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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