QUINCY Illinois April 12 PRNewswire - - NOT FOR RELEASE PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTOOR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OF SUCH JURISDICTION Titan International NYSE TWI announces that it is in preliminarydiscussions with Titan Europe regarding a potential offer to acquire theentire share capital of Titan Europe not already owned by TitanInternational or its related parties on the following basis a Titan Europeshareholder would receive 1 Titan International share for every 8 TitanEurope shares they own the Proposed Offer The making of the Proposed Offer is subject to a number ofpre-conditions including inter alia i completion of confirmatory duediligence ii confirmation that consummation of the offer would not invokethe change of control provision under Titan Europes credit facility iiiapproval of the Companys lenders iv approval of the Companysshareholders to issue up to 9000000 shares of the Companys common stockand v the unanimous recommendation of the board of Titan Europe TheCompany reserves the right to waive any of the pre-conditions Titan International has filed a preliminary proxy statementwith the Securities and Exchange Commission regarding a special meeting ofTitan International shareholders The special meeting would be to approve theissuance of up to 9000000 shares of the Companys common stock for thepurpose of making the Proposed Offer This announcement does not constitute an announcement of afirm intention to make an offer under Rule 25 of the Takeover Code and therecan be no certainty that any offer will ultimately be made for Titan Europeor as to the terms of any such offer even if the pre-conditions are satisfiedor waived Pursuant to Rule 24c of the Takeover Code Titan Internationalreserves the right with the recommendation of the Titan Europe Board tomake an offer for Titan Europe at a lower price andor to vary the formandor mix of consideration A further announcement may be made if and when appropriate Dealing Disclosure Requirements Under the provisions of Rule 83 of the Takeover Code theCode if any person is or becomes interested directly or indirectlyin 1 or more of any class of relevant securities of Titan International orof Titan Europe all dealings in any relevant securities of that companyincluding by means of an option in respect of or a derivative referencedto any such relevant securities must be publicly disclosed by no laterthan 330pm London time on the London business day following the date ofthe relevant transaction This requirement will continue until the date onwhich the offer becomes or is declared unconditional as to acceptanceslapses or is otherwise withdrawn or on which the offer period otherwiseends If two or more persons act together pursuant to an agreement orunderstanding whether formal or informal to acquire an interest inrelevant securities of Titan International or Titan Europe they will bedeemed to be a single person for the purpose of Rule 83 Under the provisions of Rule 81 of the Code all dealings in relevantsecurities of Titan International or of Titan Europe by Titan Internationalor Titan Europe or by any of their respective associates must bedisclosed by no later than 1200 noon London time on the London businessday following the date of the relevant transaction A disclosure table giving details of the companies in whoserelevant securitiesdealings should be disclosed and the number of suchsecurities in issue can be found on the Takeover Panels website atwwwthetakeoverpanelorgukInterests in securities arise in summary when a person haslong economic exposure whether conditional or absolute to changes in theprice of securities In particular a person will be treated as having aninterest by virtue of the ownership or control of securities or by virtueof any option in respect of or derivative referenced to securities Terms in quotation marks are defined in the Code which canalso be found on the Panels website If you are in any doubt as to whetheror not you are required to disclose a dealing under Rule 8 you shouldconsult the Panel Contact Cheri T Holley Vice President Secretary and General Counsel Titan International Inc Tel 1-217-228-6011Titan International Inc
Titan International, Inc. (”Titan International” or the “Company”): Possible Offer for Titan Europe PLC (”Titan Europe”)
Posted by admin in Saturday, April 12th 2008 under: Agriculture
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