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Titan: two offers (they hope) you can't refuse

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Titan International Inc. has made two offers that it hopes will help it financially -- a tender offer and a proposed offer.

Tender offer for senior notes

The tender offer to purchase any and all of Titan's issued and outstanding 8% Senior Unsecured Notes due 2012 is being made "pursuant to an offer to purchase and a related letter of transmittal, each dated May 13, 2010," according to the company. The early tender time of the tender offer is 5 p.m. Eastern Time on May 26, 2010; the tender offer will expire at midnight Eastern time on June 10, 2010, unless extended.

Holders of senior notes that are validly tendered prior to the early tender time and accepted for payment will receive $1,050 per $1,000 principal amount of the senior notes, plus any accrued and unpaid interest up to, but not including, the applicable settlement date. Holders of senior notes that are validly tendered after the early tender time but before the expiration time will receive $1,000 per $1,000 principal amount of the senior notes plus any accrued and unpaid interest up to, but not including, the final settlement date.

The tender offer is subject to the satisfaction or waiver of certain conditions, including the consummation of an offering of notes (there having been at least $125 million in aggregate principal amount of the senior notes being validly tendered) and other general conditions, each as more fully described in the offer to purchase. Subject to these conditions, Titan reserves the right to accept for purchase all senior notes validly tendered on or prior to the early tender time and to pay the total consideration on an early settlement date following the early tender time.

If Titan does not exercise the option to settle on the early settlement date, holders of senior notes validly tendered and accepted for payment will receive the total consideration or the tender offer consideration, as applicable, on the final settlement date promptly following the expiration time.

Titan says it may "amend, extend or terminate the tender offer in its sole discretion."

The complete terms and conditions of the tender offer are set forth in the offer to purchase and related letter of transmittal, and holders are urged to read such tender offer documents carefully.

Questions about the tender offer may be directed to Goldman, Sachs & Co. at (800) 828-3182. Copies of the offer to purchase and related letter of transmittal may be obtained from Global Bondholder Services Corp. at (866) 470-4300.

Proposed private offering: $150 million

Titan also is proposing an offering through a private placement of at least $150 million aggregate principal amount of unsecured senior notes.. The net proceeds of this offering are intended to be used for the following:

* to fund the cash purchase of any and all of its 8% senior unsecured notes due 2012 through a tender offer, including related fees and expenses; and

* for general corporate purposes.

The senior notes are being offered by the initial purchasers only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The notes have not been registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the U.S. absent registration or an applicable exemption from, or in a transaction not subject to, registration requirements.

A confidential offering circular will be made available to eligible holders.

For more information, visit www.titan-intl.com.

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