Titanium Asset Management Corp Company announces agreement to be acquired (5611N)
September 09 2013 - 11:07AM
UK Regulatory
TIDMTAM
RNS Number : 5611N
Titanium Asset Management Corp
09 September 2013
Titanium Asset Management Corp.
Company announces agreement to be acquired by TAMCO Holdings,
LLC
Milwaukee, WI - September 9, 2013 - Titanium Asset Management
Corp. (AIM - TAM) (the "Company") and TAMCO Holdings, LLC
("Parent") announces that the Company, Parent and TAMCO
Acquisition, LLC, a wholly owned subsidiary of Parent
("Purchaser"), have entered into a merger agreement (the "Merger
Agreement") pursuant to which Purchaser will commence a tender
offer (the "Offer") for all the outstanding shares of common stock
of the Company at a price of $1.08 per share, net to the seller in
cash without interest. The Offer is expected to commence within the
next 5 business days.
Following completion of the Offer and the satisfaction or waiver
of certain conditions, the Company will merge (the "Merger") with
and into Purchaser, and all outstanding shares of the Company's
common stock, other than shares held by Parent or Purchaser and
shares held by the Company's stockholders who are entitled to and
have properly exercised appraisal rights under Delaware law, will
be automatically cancelled and converted into the right to receive
$1.08 per share in cash. In certain cases, the parties have agreed
to proceed with a one-step merger transaction if the Offer is not
completed.
After due consideration, a special committee comprised solely of
independent and disinterested directors of the Company, and the
board of directors of the Company in accordance with the
recommendation of the special committee, approved the Merger
Agreement, the Offer, the Merger, and the other transactions
contemplated by the Merger Agreement and determined that the terms
of the Merger Agreement, the Offer, the Merger and the transactions
contemplated by the Merger Agreement are advisable, fair to and in
the best interests of the unaffiliated stockholders of the Company.
After consultation with the Company's nominated adviser, the
directors of the Company (other than any director who is involved
in the transaction as a related party) consider the terms of the
transaction contemplated by the Merger Agreement to be fair and
reasonable in so far as its shareholders are concerned.
Parent is an entity principally owned and controlled by the
senior management of the Company, including Robert Brooks, Brian
Gevry, Michael Bee, Timothy Hyland, Bartlett McCartin and Norman
Sidler, who are directors of the Company. Parent currently owns
53.6% of the outstanding shares of the Company's common stock.
For further information please contact:
Titanium Asset Management Corp.
Robert Brooks, Chairman +1 312-335-8300
Titanium Asset Management Corp.
Brian Gevry, Chief Executive Officer +1 216-771-3450
Cantor Fitzgerald Europe
David Foreman, Rishi Zaveri +44 20 7894 7000
Forward-Looking Statements
This announcement contains forward-looking statements relating
to the potential acquisition of Titanium Asset Management Corp. by
TAMCO Holdings, LLC and its affiliate. The Company intends that
these forward-looking statements be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and includes this
statement for purposes of complying with these safe harbor
provisions. You should not rely on forward-looking statements since
they involve known and unknown risks, uncertainties and other
factors that are, in some cases, beyond the Company's control and
which could materially affect actual results. The actual results of
the transaction could vary materially as a result of a number of
factors, including: uncertainties as to how many of the Company's
stockholders will tender their shares in the Offer; the possibility
that competing offers will be made; and the possibility that
various closing conditions for the transaction may not be satisfied
or waived. Other factors that may cause actual results to differ
materially from current expectations include, but are not limited
to, those set forth in the reports that we file from time to time
with the Securities and Exchange Commission, including our annual
report on Form 10-K and Form 10-K/A for the fiscal year ended
December 31, 2012 and our quarterly and current reports on Forms
10-Q and 8-K. The forward-looking statements contained herein
reflect the Company's expectations as of the date of this press
release. Except as otherwise required by the federal securities
laws, the Company disclaims any obligation or undertaking to
publicly release any updates or revisions to any forward-looking
statement contained herein (or elsewhere) to reflect any change in
the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based.
IMPORTANT INFORMATION ABOUT THE OFFER
The Offer referred to in this announcement has not yet
commenced. This press release is not an offer to purchase or a
solicitation of an offer to sell securities of Titanium Asset
Management Corp. In connection with the Offer, Parent and Purchaser
will mail to the Company's stockholders an Offer to Purchase and
related materials, and the Company will mail to its stockholders a
Solicitation/Recommendation Statement. Parent and Purchaser will
file with the SEC a Tender Offer Statement on Schedule TO,
including an Offer to Purchase and Letter of Transmittal, and the
Company will file with the SEC its Solicitation/Recommendation
Statement on Schedule 14D-9. The Offer will be made solely pursuant
to the Offer to Purchase, Letter of Transmittal and related
materials. Company stockholders are urged to read these materials
carefully when they become available, since they will contain
important information, including the terms and conditions of the
Offer. Company stockholders may obtain a free copy of these
materials (when they become available) and other documents relating
to the Offer and the Merger filed by Parent and Purchaser or the
Company with the SEC at the website maintained by the SEC at
www.sec.gov or on the Company's website at www.ti-am.com. These
materials may also be obtained (when they become available) for
free by contacting Morrow & Co., LLC, the Information Agent for
the Offer, at (800) 607-0088 (toll free) or as set forth above in
this press release.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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