Goodman Derrick LLP advises Titan International, Inc. on its public offer for Titan Europe Plc

Goodman Derrick LLP has recently been advising Titan International, Inc. on its public takeover offer for Titan Europe Plc. Titan International is based in Quincy, Illinois and is listed on the New York Stock Exchange. Titan Europe is based in Kidderminster and was listed on AIM.

The Offer

The offer document was posted to shareholders of Titan Europe on 14th September 2012 and set out a recommended share offer to acquire all the outstanding and to be issued share capital not already owned by the Titan International Group. The Offer was for 1 Titan International Share for every 11 Titan Europe Shares and at the date of the announcement the Offer valued Titan Europe at approximately £118 million with an enterprise value of the company as a whole at approximately £275 million.  The Offer became wholly unconditional on 5th October 2012, finally closed on 19th October 2012  and compulsory acquisition notices were sent out on 5th November 2012.

The Companies

Titan International produces a broad range of speciality products focused on the agricultural, earthmoving/ construction (with a particular emphasis on the mining industry) and consumer markets. Titan Europe has two principal divisions, being wheels and undercarriages and is focused on the construction, agricultural and mining machinery markets. The aim of the transaction is to establish a truly global wheel, tyre, track and industrial group.

Titan Europe is well known to Titan International as it was in the Titan International Group until 2004 when Titan Europe was floated on AIM.

Commenting on the transaction, Simon McLeod of Goodman Derrick LLP said:

“We have been delighted to have been instructed on this substantial transaction by Titan International which had a number of unusual and complicating factors. In addition to satisfying US regulatory requirements the all share nature of the Offer required, in addition to a UK Takeover Code compliant Offer Document, a filing of a Prospectus Equivalent Document with the UKLA as well as the establishment of a depositary interest facility for accepting shareholders.

Goodman Derrick has expanded its corporate capability recently and this transaction which caps a good run for the Firm is a vindication of the Firm’s strategy.”

The Goodman Derrick team, which was instructed by Titan International’s General Counsel Cheri Holley, was led by Corporate Finance Partner Simon McLeod, assisted by Associates Tristan Mutimer and Jessica Nugent. Additional support was given by Partners Tanya Shillingford and David Edwards on the corporate side and Stephen Hornsby on the competition side. Bodman PLC and Schmiedeskamp, Robertson, Neu & Mitchell LLP advised on the US aspects of the transaction.

For further information please contact:
Simon McLeod on + 44 (0) 20 7421 7940 or by emailing smcleod@gdlaw.co.uk