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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SOURCE Titan International, Inc.