TIDMTSW
RNS Number : 5836Q
Titan International, Inc.
07 November 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
7 November 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.)
COMPULSORY ACQUISITION
SERVICE OF NOTICES
The Offer to acquire all the Titan Europe Shares not already
owned by Titan International was declared unconditional in all
respects on 5 October 2012. As at 1.00 p.m. (London time) on 19
October 2012 Titan International had acquired or received
acceptances under the Offer in respect of, in aggregate, not less
than 90 per cent. in value of the Titan Europe Shares to which the
Offer related and not less than 90 per cent. of the voting rights
carried by such Titan Europe Shares. On that date Titan
International confirmed that it intended to serve notices on Titan
Europe Shareholders who have not accepted the Offer to compulsorily
acquire their Titan Europe Shares (the "Compulsory Acquistion
Notices").
Accordingly, pursuant to section 979 of the Companies Act 2006,
Titan International is now in a position to acquire compulsorily
all the outstanding Titan Europe Shares for which acceptances under
the Offer have not yet been received. The formal notices pursuant
to which Titan International will be entitled to acquire
compulsorily Titan Europe Shares have been sent to Titan Europe
Shareholders who have not accepted the Offer.
Unless any of the Titan Europe Shareholders who have not
accepted the Offer apply to the Court and the Court orders
otherwise, on the expiry of six weeks from the date of the
Compulsory Acquisition Notices, being 18 December 2012, such
remaining Titan Europe Shares will be acquired by Titan
International on the same terms as more particularly described in
the Offer Document.
Terms used in this announcement have the meanings given to them
in the Offer Document dated 14 September 2012, unless stated
otherwise herein.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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