On Aug. 14, 2012, Titan International Inc. announced a proposed issue of up to 6,240,833 new Titan International common shares to Titan Europe Plc shareholders in connection with Titan International’s offer for Titan Europe.
(Titan made a formal offer for Titan Europe on Aug. 10, 2012, and, in accordance with Rule 2.7 of the United Kingdom's Takeover Code, announced that it had "reached an agreement on the terms of a recommended share offer for 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.)
The details of the offer are for Titan Europe shareholders to receive one new share of Titan International common stock for every 11 Titan Europe shares held. Based on the closing exchange rate of 1 pound per $1.6016 and the closing stock price of Titan International common stock of $20.03 on Sept. 13, 2012, the offer values each Titan Europe share at approximately 113.36 pence ($1.84) and Titan Europe’s fully diluted share capital at approximately 104.8 million pounds ($168.6 million).
The offer represents a premium of approximately 15.1% to the closing price of 111.25 pence per Titan Europe share on Sept. 13, 2012.
Titan International has filed the related Prospectus and Offer documents with the Securities and Exchange Commission; the documents are also available on Titan's website, www.titan-intl.com.
