Acquisition of NIS
February 29 2008 - 3:54AM
UK Regulatory
RNS Number:0366P
Titanium Asset Management Corp
29 February 2008
Titanium Asset Management Corp.
29 February 2008
Not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia,
Republic of South Africa or Japan
TITANIUM ASSET MANAGEMENT CORP.
PROPOSED ACQUISITION OF NATIONAL INVESTMENT SERVICES INC. WHICH
HAS TOTAL MANAGED AND FEE-PAYING ASSETS OF US$4.1 BILLION
MAJORITY OF STOCKHOLDERS HAVE UNDERTAKEN TO VOTE IN FAVOUR OF THE ACQUISITION
NOTICE OF SPECIAL MEETING
HIGHLIGHTS
* Titanium announces its acquisition of National Investment Services Inc. which has total managed and fee paying assets
of US$4.1 billion. This will be Titanium's third major transaction since being admitted to AIM in June 2007
* Stockholders holding a majority of the Company's common shares have already irrevocably undertaken to vote in favour
of approving the acquisition
* Following completion of the acquisition, the Company will have total managed and fee-paying assets of approximately
US$6.9 billion
* Within 120 days after the completion of the acquisition, Titanium plans to file the appropriate registration
statement with the SEC and thereafter to seek a listing on Nasdaq NMS or another major United States exchange
For further information:
Titanium Asset Management Corp.
John Sauickie, Chief Executive Officer +1 941 524 5672
Nigel Wightman, Executive Director + 44 7789 277849
Seymour Pierce Ltd
Jonathan Wright +44 20 7107 8000
Penrose Financial
Gay Collins +44 20 7786 4888
Kay Larsen
titanium@penrose.co.uk
Titanium Asset Management Corp. ("Titanium" or the "Company") (AIM: TAM) is pleased to announce that it has entered
into a conditional sale and purchase agreement to acquire the entire issued and outstanding capital stock of National
Investment Services Inc. ("NIS") (the "Acquisition").
In aggregate, following completion of the Acquisition, the Company will have total managed and fee-paying assets of
approximately US$6.9 billion.
The Acquisition is expected to be completed on 31 March 2008 and is conditional upon, among other things, approval by a
majority of the holders of common stock in Titanium ("Stockholders") at a special meeting of the Stockholders ("Special
Meeting").
Stockholders holding a majority of Titanium's common shares ("Common Shares") have already irrevocably undertaken to
vote in favor of the resolution to be proposed at the Special Meeting to approve the Acquisition, thus ensuring its
approval by Stockholders.
The Company will be dispatching to Stockholders shortly a circular containing details of the Acquisition and a notice
convening the Special Meeting.
Information on Titanium
The Company was formed and organised as a corporation under the laws of the State of Delaware to serve as a vehicle
for the acquisition of one or more target businesses. The Company was admitted to trading on AIM on 21 June 2007
and at that time, the Company raised approximately US$110,000,000, net of expenses.
In September 2007, the Company completed the acquisitions of Wood Asset Management, Inc., Sovereign Holdings, LLC
and certain client mandates of Siesta Key Capital, LLC.
QUALIFIED BUSINESS COMBINATION
Since the Acquisition will constitute a "Qualified Business Combination" if it is completed, it will give rise to
certain events under the certificate of incorporation of the Company and various material agreements, including the
following:
* Stockholder approval will no longer be required for further acquisitions by the Company unless
such acquisition constitutes a reverse takeover under the AIM Rules, and Stockholders will have no further rights to
require the Company to repurchase their Shares;
* the balance of funds in the Trust Fund, after funding the purchase price of the Acquisition
and any repurchase of Shares pursuant to the exercise of Repurchase Rights, will be transferred to the Company and
become unrestricted and available for general use;
* the Company will use commercially reasonable efforts to file with the SEC a registration
statement on Form 10 or Form S-1 within 120 days after the date of completion of the Acquisition and thereafter will
seek a listing on Nasdaq NMS or another major United States exchange; and
* the issued and outstanding warrants of the Company will become exercisable.
REASONS FOR THE ACQUISITION
The Company was formed to serve as a vehicle for the acquisition of one or more target businesses. The directors of
the Company believe that the Acquisition is in line with this strategy and gives the Company the opportunity to
acquire, in aggregate, approximately US$3.2 billion of assets directly managed and approximately US$0.9 billion of
fee-paying assets, taking the aggregate total managed and fee-paying assets of the Company to approximately US$6.9
billion.
Information on NIS
NIS is an institutional investment management firm and is a Registered Investment Advisor. NIS manages approximately
US$3.2 billion in customized portfolios and in private commingled funds and receives fees on a further US$0.9 billion
of assets. NIS' clients include private and public sector pension funds, endowments and charities.
In the year ended 31 December 2007, NIS had total management fee income of US$11.06 million and net income of US$2.56
million. As at 31 December 2007, NIS had total assets of US$5.23 million
Board Changes
Upon completion of the Acquisition, John Kuzan intends to step down as Chairman of the Board of Directors of the
Company (the "Board") to focus upon developing the Company's businesses, particularly Sovereign.
Nigel Wightman currently a director of Titanium, and a 30-year international asset management industry veteran formerly
with senior positions at State Street Global Advisors Limited, State Street Bank Europe Limited and NM Rothschild
Group, will become Chairman and Robert Emmett Kelly, age 63, a founder and director of NIS, will join the Board as an
Executive Director.
Summary Terms of the Acquisition
The Company has entered into an agreement (the "Acquisition Agreement") with NIS, NIS Holdings Inc. and the
shareholders of NIS Holdings Inc. Pursuant to the terms of the Acquisition Agreement, the Company has agreed to acquire
all of the issued share capital of NIS, all upon the terms and subject to the conditions set forth in the Acquisition
Agreement and in accordance with the relevant provisions of applicable law.
The aggregate amount of the initial purchase price will be approximately US$30.3
million, which is comprised of the following:
(i) US$24,000,000 in cash; plus
(ii) the amount of retained earnings of NIS on Completion net, as verified by the Company's
auditors; minus
(iii) the amount by which NIS's current liabilities (excluding amounts which have previously reduced
retained earnings) on the Completion date exceed $150,000; plus
(iv) fifty percent (50%) of the net present value of any income tax benefits projected to be realised by
the Company as a result of the treatment of the transaction by the parties for tax reasons as a sale of assets.
In addition, the Company will pay certain deferred payments, as set out below, in 2009 and 2010 after
completion of the audited 2008 and 2009 financial statements of NIS.
In each such year the Company shall make the following payments as follows:
(i) a fixed payment of US$1 million;
(ii) a variable payment based upon NIS's total revenues in each such financial year; and
(iii) fifty percent. (50%) of the net present value of the deferred payments as at 2009 and 2010 of any
income tax benefits projected to be realised by the Company as a result of the treatment of the transaction by
the parties for tax reasons as a sale of assets.
It is estimated that the aggregate amount of the deferred consideration, assuming the maximum variable payments are
achieved, will be in the regions of US$6.9 million.
Completion of the Acquisition is conditional upon the approval of the Acquisition by the Stockholders at the Special
Meeting.
Circular and Special Meeting
A circular setting out details of the Acquisition and including the notice of the Special Meeting, accompanied by a
proxy card and a redemption card, is being posted to Stockholders shortly. The record date will be 14 March 2008, and
the Special Meeting has been convened for 3 p.m. (UK time) / 10 a.m. (EDT) on 26 March 2008 at the offices of Orrick,
Herrington & Sutcliffe LLP, 666 Fifth Avenue, New York, NY 10103-0001, U.S.A.
Copies of the circular will be available to the public free of charge from today at the offices of Seymour Pierce
Limited, 20 Old Bailey, London EC4M 7EN during normal business hours on any weekday (other than Saturdays, Sundays and
public holidays), until one month following the completion of the Acquisition and will be available for review and
download at www.ti-am.com.
For further information:
Titanium Asset Management Corp.
John Sauickie, Chief Executive Officer +1 941 524 5672
Nigel Wightman, Executive Director + 44 7789 277849
Seymour Pierce Ltd
Jonathan Wright +44 20 7107 8000
Penrose Financial
Gay Collins +44 20 7786 4888
Kay Larsen
titanium@penrose.co.uk
This announcement does not constitute, or form part of, an offer or an invitation to purchase any securities or to
carry on any investment activity whatsoever.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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