Titan Europe Share Discussion Threads

[alphahunter] 26/7/2012 22:57

Very good points Kimboy2.

My overall feeling is that the announcement was hastened: why did it take more than a full day for TWI to follow on TSW's 17th June announcement (for a potential offer)? Why did it take two trading statements with a byzantine explanation for the second one.

Were TSW rushed by their advisor, did the independant directors press for the 17th announcement - supposedly due to press rumours (lol)?

Also "an Independent Committee of the Board has been formed for the purposes of considering any such offer if made." Yeah right, who's sitting and who is not. Again, FIAT/CNH are being far more transparent in the similar ongoing offer by naming the individuals and timeframe.

[kimboy2] 26/7/2012 21:29

A couple of things strike me as odd.

Firstly there is nothing from the 'independent directors'. I presume that TWI have told them in advance if for no other reason that they would have liked to secure their approval.

I would have thought that there would have been a holding RNS saying directors considering, advise shareholders to sit still etc etc.

Now from that I would conclude either that they are too disorganised to sort it, or they are busy considering alternatives.

Secondly TWI will no doubt have consulted with Mefro and tried to get their agreement. However there is no agreement as yet otherwise it would have been in the document today.

Clearly the agreement of Mefro is a sine qua non as they can prevent delisting.

I was also struck by the original Mefro holding statement;



I don't know why they needed to mention anything to do with the Takeover Code unless it was a possibility that they may make a bid if circumstances presented themselves.

The problem for Mefro is that as a private company an offer will have to be in cash as private shares won't be of interest to many.

I have no idea if they can come up with that sort of cash.

If I were Mefro I would be agreeing the bits I wanted with TWI in return for my agreement to their derisory offer. In that way they can split the spoils between them at the expense of the rest of us.

[mr. t] 26/7/2012 20:38

It's frustrating that you not only have to find companies that are undervalued, but you also have to be aware of management that aren't working for shareholders.

I will reject the twi offer and hope enough others do too.

[alphahunter] 26/7/2012 15:54

Just looking back at Indian Wheels, that's a mere £1.5m in share of profit, £12m in the B/S but £27m market value for their 35.9% stake.

[tiswas] 26/7/2012 15:32

Titan Int down 12.5%. Perhaps their own shareholders will vote against it?

[alphahunter] 26/7/2012 14:41

So essentially, TWI won't pay up cos TSW had a PW but hey, TWI placed a low-ball indicative share offer just before their own PW. Difficult to "justify" a non-premium bid then.

Mefro, tell them to beat it and TSW sell that non-nense three-wheeler tchuk tchuk Indian wheel business.

On TWI's "other" acquisition:


How convenient, this acquisition still hasn't closed - they were expecting it to close before today.


"Acquisition of Australian OTR Tire & Wheel Manufacturer: Planet Group
In July, 2012, Titan announced that it has signed an agreement to purchase a majority ownership interest in Planet Corporation Group of Companies ("Planet") in an all-cash transaction. Planet includes National Tyres, Acme Wheel, Resource Tyre and Choice Tyres Wholesalers and is based in Perth, Australia. Planet is an OTR tire and wheel specialist that manufactures, distributes and services products to customers in the mining, agriculture, construction and earthmoving industries. Titan expects this acquisition to close in the third quarter of 2012."


Friday 13th JULY
Titan International, Inc. (TWI) has signed an agreement to purchase a majority ownership interest in Planet Corporation Group of Companies ("Planet") in an all-cash transaction. Planet includes National Tyres, Acme Wheel, Resource Tyre and Choice Tyres Wholesalers and is based in Perth, Australia. The purchase price and revenue information will be released upon closing which is expected to be within 10 days.

Planet is an OTR tire and wheel specialist that manufactures, distributes and services products to customers in the mining, agriculture, construction and earthmoving industries. Planet will be a subsidiary of Titan Mining Services, which was formed recently to build Titan's mining business around the globe. This transaction demonstrates Titan's initiative to grow the OTR tire and wheel business worldwide.

Titan International, Inc., 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.

[kimboy2] 26/7/2012 14:35

TWI is presently over 10% lower so that reduces the offer even further.

I presume the BoD were not given advance notice of the offer given the amount of time it is taking them to respond.

[zeuseq] 26/7/2012 14:33

Titan International off 9%

[stemis] 26/7/2012 13:41

Decent set of results, although profits inflated by one off from supply agreement termination. Stripping out that then sales are up 13.5% and operating profit up 23.5%. Not enough to make this an attractive offer though, as I've posted on TMF

[kimboy2] 26/7/2012 13:24

Titan Int 2nd qtr results out;



Look pretty good to me. It will be interesting to see the effect of these and the potential takeover on the TWI share price

[mikejah] 26/7/2012 12:31

Acquisition will be "earnings accretive" to Titan International-you bet it will.

[tiswas] 26/7/2012 12:26

Incidentally I sent Griffiths an email at Ora capital Partners as he seems to have built up a recent stake of 7.6% and could be very influential on the result.

[tiswas] 26/7/2012 12:15

David

Looks like the chairman of Bolton Wanderers is your only option!

[zeuseq] 26/7/2012 11:40

So why is this offer only c124p as opposed to 230p 2008 ?

Put simply is it because TWI share price 2008 c$37 now c$21 ?... exchange rate back then was £1-$1.98.

Profitability of TSW has improved since 2008 if anything and net debt is similar.
Outlook short term not good.

I would hope low ball offer will be raised if they are serious.

[stemis] 26/7/2012 11:31

I think having the Chief Executive of a potential predator like Titan Intl (bearing in mind they have now had two goes at Titan Eur) sitting on the board, receiving inside information which allows them to time their bid at maximum advantage, is completely unsustainable.

Are these two companies in competition?

[penpont] 26/7/2012 11:28

Problem for me is this now seems such an unpredictable shambles that I'm tempted just to bale and take up on other good value, well managed cos out there....imagine there are others thinking along similar lines.

[davidosh] 26/7/2012 11:23

Who are the independent directors ? A situation like this needs a new independent director appointed by the minorities ie. Not Titan Inc or Mefro related.

I have asked an independent director to ring me. we shall see how long that takes. Does anyone have a contact or name at Mefro?

[tiswas] 26/7/2012 10:37

Kimboy

But that's the point.

If they only just make the 51% as we hope why is the other 24% going to suddenly become available? If they still have a UK listing still are you going to throw in the towel and sell once they reach 51%?

And I can not see them buying in the market as that will need cash.

[kimboy2] 26/7/2012 10:28

If they get 51% they will have control of the company and will just keep buying in the market till they get to 75%.

T

[stevenlondon3] 26/7/2012 10:13

It looks like an opening shot..presumably the independent directors will respond later today.

[tiswas] 26/7/2012 10:12

So what happens if they get 51%?

They have majority control but not enough to de-list the UK shares but presumably can make our lives uncomfortable through transfer pricing, not paying dividends etc.

[kimboy2] 26/7/2012 09:50

They are only likely to get 51% if Mefro come on board and there was no mention of that in the release, or any BoD recommendation.

Completely derisory but it all depends on Mefro and we dont know what their priorities are.

[alphahunter] 26/7/2012 09:48

Tout ca pour ca....

Fiat Industrial is far more professional and transparent in their approach for CNH.

TWI was meant to have their earnings released yesterday after market close. Were they too busy working out a low-ball offer?

[zeuseq] 26/7/2012 09:34

51% Yep trying get it on the cheap, usually bidder wants a much higher acceptance such as 75% or more 90% to delist target.

This announcement is being made with the prior agreement and approval of Titan Europe.

Titan International reserves the right to announce an offer at a different value from one Titan International common share per 11 Titan Europe ordinary shares in the event that (i) the independent directors of Titan Europe agree an offer at a different value; or (ii) a third party announces a firm intention to make an offer for Titan Europe. If (i) the issued and to be issued share capital of Titan Europe comprises a greater number of shares than 92,912,155; or (ii) Titan Europe declares or pays a dividend or other distribution to its shareholders the ratio under the Indicative Offer will be adjusted accordingly.

Are they likely to raise their offer as I imagine they are confident they will get 51%?