Titan International, Inc. Announces Closing of Transaction with respect to RDIF Settlement Put...
Feb 25, 2019
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QUINCY, Ill., Feb. 25, 2019 /PRNewswire/ -- Titan International, Inc. (the "Company" or "Titan") announced today that, on February 22, 2019, it closed the previously announced transaction with an affiliate of the Russian Direct Investment Fund (RDIF), one of the three shareholders of Voltyre-Prom, pursuant to the terms of a definitive agreement among the parties entered into as of February 11, 2019. Under the terms of the definitive agreement, in full satisfaction of the previously announced settlement put option that was exercised by RDIF, Titan paid to RDIF $25 million in cash at the closing of the transaction, and agreed, subject to the completion of regulatory approval, to issue to RDIF in a private placement 4,032,259 shares of restricted Titan common stock, with RDIF being required to hold such shares for three years from the date of the definitive agreement. As previously disclosed, immediately following the closing, RDIF continues to own the same interest in Voltyre-Prom, subject to the terms of the definitive agreement and the Shareholders' Agreement. Titan has retained the right to buy back the Titan shares from RDIF for $25 million during such three-year period and, if the stock buyback is consummated within one year, at the time of such buyback RDIF would be required to convey to Titan, based on current ownership, a 10.71% interest in Voltyre-Prom, resulting in RDIF reducing its interest in Voltyre-Prom from 35.71% to 25%. The Company, with its partners, owns all of the equity interests in Voltyre-Prom, a leading producer of agricultural and industrial tires, which owns and operates an over two million square foot manufacturing facility located in Volgograd, Russia. Safe Harbor Statement
This press release contains forward-looking statements. These forward-looking statements are covered by the "Safe Harbor for Forward-Looking Statements" provided by the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "anticipate," "plan," "would," "could," "potential," "may," "will," and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, these assumptions are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond Titan International, Inc.'s control. As a result, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors including, but not limited to, the risk that the parties are unable to obtain any necessary consents or approvals with respect to the matters contemplated by the definitive agreement, on a timely basis or at all and the other risks and factors detailed in the Company's periodic reports filed with the Securities and Exchange Commission, including the disclosures under "Risk Factors" in those reports. These forward-looking statements are made only as of the date hereof. 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, whether as a result of new information, changed circumstances or future events, or for any other reason. About Titan:
Titan International, Inc. (NYSE: TWI ) is a leading global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products. Headquartered in Quincy, Illinois, the Company globally produces a broad range of products to meet the specifications of original equipment manufacturers (OEMs) and aftermarket customers in the agricultural, earthmoving/construction, and consumer markets. For more information, visit www.titan-intl.com . SOURCE Titan International, Inc.