Goodman Derrick LLP Advises Titan International, Inc. on its Public Offer for Titan Europe Plc
Introduction
Goodman Derrick LLP is advising Titan International, Inc. on its public 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 is listed on AIM.
The Offer
The offer document was posted to shareholders of Titan Europe on 14 September 2012 and sets 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 is 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 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 are delighted to have been instructed on this substantial transaction by Titan International which had a number of complicating factors. In addition to satisfying US regulatory requirements the all share nature of the Offer required, in addition to the 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. Eversheds advised Titan Europe on the transaction.
GOODMAN DERRICK LLP is a long-established London law firm with a broadly based commercial practice, representing both UK and international clients. The firm has twenty-six partners and a total complement of 85 staff including over forty-five practising lawyers. The firm has an acknowledged expertise in the areas of media law, corporate & commercial law, property, dispute resolution, employment and private client matters.