Titan International Inc. is proposing an indicative, all-share offer for Titan Europe of one Titan Inc. common share per 11 Titan Europe ordinary shares subject to certain conditions.
Titan approached the board of Titan Europe plc on July 18, 2012, about a possible offer. At the time, the company was careful about following proper disclosure requirements, in part because certain directors of Titan Europe also were directors of Titan International. As a result, an independent committee was formed "for the purposes of considering any possible offer."
Here is an excerpt from the amended 2.4 announcement (which falls under the United Kingdom City Code on "Takeovers and Mergers") that the company submitted to the London Stock Exchange.
"Amended 2.4 announcement regarding the recent approach by Titan International to Titan Europe plc.
"The board of Titan Europe announced on 17th July, 2012, that it was in talks with 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. That announcement placed Titan Europe in an offer period under the provisions of the Code (the “offer period”).
"As a result of certain of the directors of Titan Europe being directors of Titan International, an independent committee of the board of Titan Europe (the “independent directors”) has been formed for the purposes of considering any possible offer.
"Titan International is proposing an indicative, all-share offer for Titan Europe of one Titan International common share per 11 Titan Europe ordinary shares (“indicative offer”). The proposed indicative offer would be subject to certain conditions including, inter alia, valid acceptances being received -- and not, where permitted, withdrawn -- in respect of such number of Titan Europe ordinary shares that Titan International and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the proposed offer or otherwise, Titan Europe shares representing not less than 51% -- or such lower percentage as Titan International may decide -- in nominal value of the issued Titan Europe shares and not less than 51% -- or such lower percentage as Titan International may decide -- of the voting rights carried by the issued Titan Europe shares, provided that this condition shall not be satisfied unless Titan International and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the proposed offer or otherwise, Titan Europe shares carrying in aggregate more than 50% of the voting rights then normally exercisable at general meetings of Titan Europe.
"The announcement of a formal offer under Rule 2.7 of the Code will be pre-conditional upon, inter alia, satisfactory mutual due diligence and a change of control consent being obtained from Titan Europe’s lending banks. The parties reserve the right to waive such conditions."
To read the entire announcement, click here.