Satisfaction of Tender Conditions & Extension

RNS Number : 1915Q

Titanium Asset Management Corp

10 October 2013

 



Titanium Asset Management and TAMCO Holdings, LLC announce

Satisfaction and Waiver of Tender Conditions and Extend Tender Offer

Milwaukee, WI - October 10, 2013 - Titanium Asset Management Corp. (AIM - TAM) (the "Company") and TAMCO Holdings, LLC ("Parent") announce the satisfaction and waiver of certain conditions in the tender offer, as previously announced on September 12, 2013, 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").  Purchaser has satisfied the condition that an aggregate number of shares be tendered so that the number of shares tendered when added to the number of shares owned by Parent plus the shares to be issued in the top up option will exceed 90% of the outstanding shares of the Company.  Purchaser has waived the condition that a majority of the shares held by stockholders other than Parent, Purchaser, any direct or indirect equity holder of Parent, and certain directors and executive officers of Parent and the Company or its subsidiaries be tendered in the Offer.

Purchaser expects to satisfy the financing condition in the Offer on October 10, 2013.  Accordingly, Purchaser has extended the Offer to 5:00 p.m., New York City time, on October 18, 2013, unless further extended. 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 was previously scheduled to expire at midnight, New York City time, on October 9, 2013.  The period has been extended 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 or certain other material conditions. Upon satisfaction of the financing condition, the Company and Parent will make a further announcement confirming the satisfaction of that condition.

The Offer is being made pursuant to the merger agreement that the Company, Parent and Purchaser entered into and announced on September 6, 2013.  All other terms and conditions of the Offer and the merger agreement remain unchanged.

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. 

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: [phone]

All others call toll free: [phone]

Email: [e-mail]

For further information please contact:

Titanium Asset Management Corp.

Robert Brooks, Chairman                                               [phone]

Titanium Asset Management Corp.

Brian Gevry, Chief Executive Officer                             [phone]

Cantor Fitzgerald Europe

David Foreman, Rishi Zaveri                                          [phone]

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 [phone] (toll free) or as set forth above in this announcement.

 

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