News Release from Titan International, Inc. May 13, 2010
Titan Announces Tender Offer for its 8% Senior Unsecured Notes Due 2012
QUINCY, Ill.- Titan International, Inc. (NYSE: TWI)
today announced that it has commenced a tender offer to purchase any and all of
its issued and outstanding 8% Senior Unsecured Notes due 2012 (the "Senior
Notes"). The tender offer is being made pursuant to an offer to purchase and a
related letter of transmittal, each dated May 13, 2010. The early tender time
of the tender offer is 5 p.m. Eastern Time on May 26, 2010, and 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 (the "total consideration"), 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 (the "tender offer consideration"), 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 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.
The sole dealer manager for the tender offer is
Goldman, Sachs & Co. Questions about the tender offer may be directed to
the sole dealer manager at (800) 828-3182 (toll free). Copies of the offer to
purchase and related letter of transmittal may be obtained from Global
Bondholder Services Corporation, the information agent for the tender offer, at
(866) 470-4300 (toll free).
The tender offer is being made solely by means of
the offer to purchase and related letter of transmittal. Under no circumstances shall this press
release constitute an offer to purchase or the solicitation of an offer to sell
the Senior Notes or any other securities of the company. No recommendation is
made as to whether holders of the Senior Notes should tender their Senior
Notes.
Any
securities which may be offered in the notes offering will not be and have not
been registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
This press release includes forward-looking
statements that involve risks and uncertainties, including risks as detailed in
Titan International, Inc.'s periodic filings with the Securities and Exchange
Commission, including its annual report on Form 10-K for the year ended
December 31, 2009. The company cautions that any forward-looking statements
included in this press release are subject to a number of risks and
uncertainties and the company undertakes no obligation to publicly update or
revise any forward-looking statements.
Titan International, Inc. (NYSE: TWI), a holding
company, owns subsidiaries that supply wheels, tires and assemblies for
off-highway equipment used in agricultural, earthmoving/construction and
consumer (including all terrain vehicles) applications. For more information,
visit www.titan-intl.com.