Titan International, Inc. Reports Intention to Discuss Amendment of Stockholder Agreement to Permit American Industrial Partners to Increase Its Ownership in Company
WEST CHICAGO, Ill., May 29, 2024 /PRNewswire/ -- Titan International, Inc. (NYSE: TWI) ("Titan or the "Company"), a leading global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products, today reported that its board of directors plans to discuss with its largest shareholder, American Industrial Partners ("AIP"), a possible amendment of the parties' Stockholder Agreement to allow AIP to increase its ownership of TWI common stock in open market purchases.
Private equity funds managed by AIP own approximately 16.4% of TWI's outstanding shares, which were acquired as a result of TWI's purchase of Carlstar Group, LLC, that closed in February 2024. In connection with that acquisition, AIP and TWI entered into the Stockholder Agreement which (among other customary terms) includes: a standstill agreement under which AIP agreed not to acquire additional TWI shares without the Company's consent for the period stated in the agreement; a voting agreement which requires AIP to vote in accordance with the board's recommendations to shareholders generally through TWI's 2025 annual shareholders meeting; and a lock-up agreement under which AIP agreed not to dispose of its TWI stock for the period set forth in the agreement. The terms of the stockholder agreement have been filed with the Securities and Exchange Commission and are available on Titan's website at https://ir.titan-intl.com/financials/sec-filings/default.aspx.
Maurice N. Taylor Jr., Chairman of TWI's Board of Directors, stated, "The board continues to focus on growing the Company's shareholder value over the long term. We are delighted to have AIP as a principal shareholder of Titan by virtue of our successful Carlstar acquisition. We greatly appreciate AIP's support of our Company and the opportunity to engage with them to explore the possibility of amending the Stockholder Agreement on terms acceptable to the board to enable AIP to increase their ownership position if they chose to do so. Yes, business has slowed this year, but our management team is highly experienced in dealing with these market cycles and will make good, timely decisions. Let's not forget that our end-markets are tied to important global segments that will rebound and be strong as populations grow, more protein is consumed and critical infrastructure is built. There is no company in the world better suited in wheels, tires and undercarriage to meet the needs of our customers."
About Titan : Titan International, Inc. (NYSE: TWI) is a leading global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products. Headquartered in West Chicago, 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.
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 effect of the COVID-19 pandemic on our operations and financial performance; the effect of a recession on the Company and its customers and suppliers; changes in the Company's end-user markets into which the Company sells its products as a result of domestic and world economic or regulatory influences or otherwise; changes in the marketplace, including new products and pricing changes by the Company's competitors; the Company's ability to maintain satisfactory labor relations; unfavorable outcomes of legal proceedings; the Company's ability to comply with current or future regulations applicable to the Company's business and the industry in which it competes or any actions taken or orders issued by regulatory authorities; availability and price of raw materials; levels of operating efficiencies; the effects of the Company's indebtedness and its compliance with the terms thereof; changes in the interest rate environment and their effects on the Company's outstanding indebtedness; unfavorable product liability and warranty claims; actions of domestic and foreign governments, including the imposition of additional tariffs; geopolitical and economic uncertainties relating to the countries in which the Company operates or does business; risks associated with acquisitions, including difficulty in integrating operations and personnel, disruption of ongoing business, and increased expenses; results of investments; the effects of potential processes to explore various strategic transactions, including potential dispositions; fluctuations in currency translations; risks associated with environmental laws and regulations; risks relating to our manufacturing facilities, including that any of our material facilities may become inoperable; risks relating to financial reporting, internal controls, tax accounting, and information systems; 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, except as required by law.
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