TIDMTAM
RNS Number : 8962N
Titanium Asset Management Corp
12 September 2013
Titanium Asset Management Corp.
TAMCO Holdings, LLC Affiliate Commences Tender Offer for All
Outstanding Shares of Titanium Asset Management Corp. at $1.08 per
Share
Milwaukee, WI - September 12, 2013 - Titanium Asset Management
Corp. (AIM - TAM) (the "Company") and TAMCO Holdings, LLC
("Parent") announce that TAMCO Acquisition, LLC, a wholly owned
subsidiary of Parent ("Purchaser"), has commenced its previously
announced 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 being made
pursuant to the merger agreement (the "Merger Agreement") that the
Company, Parent and Purchaser entered into and announced on
September 9, 2013.
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 of the Company with and into
Purchaser following 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 stockholders
are concerned. In accordance with the recommendation of the special
committee, the board of directors of the Company recommends that
stockholders of the Company accept the Offer and tender their
shares in the Offer, and if required by applicable law, adopt the
Merger Agreement.
The Offer will expire at midnight, New York City time, on
October 9, 2013, unless extended or earlier terminated in
accordance with the Merger Agreement. Tenders of shares must be
made on or prior to the expiration of the Offer and may be
withdrawn at any time on or prior to the expiration of the Offer.
The Offer is subject to a number of terms and conditions described
in the Offer to Purchase that was filed today with the Securities
and Exchange Commission (the "SEC") and distributed to
stockholders.
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.
Parent and Purchaser will file with the SEC today a Tender Offer
Statement on Schedule TO, including an Offer to Purchase and
related Letter of Transmittal, setting forth in detail the terms of
the Offer. Additionally, the Company will file with the SEC today a
Solicitation/Recommendation Statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of the
Company's board of directors that the Company's stockholders tender
their shares in the Offer.
Questions and requests for assistance regarding the Offer may be
directed to Morrow & Co., LLC, the information agent for the
tender offer, at its location and telephone numbers set forth
below.
Morrow & Co., LLC
470 West Avenue
Stamford, CT 06902
Banks and Brokerage Firms call collect: (203) 658-9400
All others call toll free: (800) 607-0088
Email: tender.info@morrowco.com
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
announcement. 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 AND MERGER
This announcement is not an offer to purchase or a solicitation
of an offer to sell securities of Titanium Asset Management
Corp.
Following completion of the Offer and the satisfaction or waiver
of certain conditions, the Company intends to effect the Merger. As
a result of the Merger, 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. Following the Merger being effected, the Company will
become a wholly owned subsidiary of Parent and the Parent will seek
to cancel the admission of the Company's stock from AIM.
In connection with the Offer, Parent and Purchaser are mailing
to the Company's stockholders an Offer to Purchase and related
materials, and the Company is mailing 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 is being 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
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 (when they become available) may also be obtained 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 announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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