Titanium Asset Management Corp Tender Offer - Satisfaction of Financing Condition (2955Q)
October 11 2013 - 3:49AM
UK Regulatory
TIDMTAM
RNS Number : 2955Q
Titanium Asset Management Corp
11 October 2013
Titanium Asset Management and TAMCO Holdings, LLC Announce
Satisfaction of
Financing Condition
Milwaukee, WI - October 11, 2013 - Titanium Asset Management
Corp. (AIM - TAM) (the "Company") and TAMCO Holdings, LLC
("Parent") announce the satisfaction of the financing condition on
October 10, 2013 in the previously announced tender offer (the
"Offer") by TAMCO Acquisition, LLC, a wholly owned subsidiary of
Parent ("Purchaser"), for all of 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 will expire on 5:00 p.m., New York City time, on
October 18, 2013, unless further extended. Purchaser previously
extended the Offer in order to comply with Securities and Exchange
Commission (the "SEC") guidelines that require a tender offer to
expire no less than five business days after the satisfaction or
waiver of a financing condition and certain other material
conditions. Stockholders who have not previously tendered their
shares of Company common stock in the Offer may do so until the new
expiration time.
The Offer is being made pursuant to the merger agreement that
the Company, Parent and Purchaser entered into and announced on
September 6, 2013.
The depository for the Offer has advised that as of midnight,
New York City time, on October 9, 2013, 4,905,784 shares of common
stock of the Company had been tendered and not withdrawn pursuant
to the Offer, including 886,954 shares tendered pursuant to the
guaranteed delivery procedures described in the Offer to Purchase.
The 4,905,784 tendered shares, together with 10,585,400 shares of
common stock of the Company beneficially owned by Parent, represent
approximately 78.5% of all issued and outstanding shares of common
stock of the Company.
Following the expiration and closing of the Offer, Purchaser
expects to exercise its top up option under the merger agreement
and complete a "short form" merger under Delaware law. Upon
completion of the merger, the Company will be a wholly-owned
subsidiary of Parent.
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
This announcement 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 have mailed to
the Company's stockholders an Offer to Purchase and related
materials, and the Company has mailed to its stockholders a
Solicitation/Recommendation Statement. Parent and Purchaser have
filed with the SEC a Tender Offer Statement on Schedule TO,
including an Offer to Purchase and Letter of Transmittal, and the
Company has filed 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, since they contain important information,
including the terms and conditions of the Offer. Company
stockholders may obtain a free copy of these materials 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 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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