QUINCY, Ill., Jan. 3, 2019 /PRNewswire/ — Titan International, Inc. (the "Company" or "Titan") announced today that the Company and the Russian Direct Investment Fund (RDIF), one of the three shareholders of Voltyre-Prom, have entered into a Non-Binding Letter of Intent ("LOI") relating to the previously announced settlement put option that was exercised by RDIF.
The LOI provides, among other things, that in full satisfaction of the put option, within 15 business days following the execution of definitive agreements, Titan would pay to RDIF $25 million in cash and would issue to RDIF $25 million in shares of restricted Titan common stock, with RDIF being required to hold such shares for three years from the date of execution of the definitive agreements. Titan would retain the right to buy back the Titan shares from RDIF for $25 million during such three years and, if the stock buyback is consummated within one year, at the time of such buyback RDIF would be required to convey to Titan, based on current ownership information, a 10.71% interest in Voltyre-Prom, resulting in RDIF reducing its interest in Voltyre-Prom from 35.71% to 25%. Completion of the transaction is subject to the execution of definitive agreements acceptable to each of Titan and RDIF. It is intended that the parties will enter into definitive agreements and consummate the transactions in the first quarter of 2019, however, there is no guarantee or assurance that the transaction will be consummated on the terms described in the LOI.
"We are pleased to have entered into a Letter of Intent regarding RDIF's put option and believe this is a solid deal for our shareholders," stated Paul Reitz, President and Chief Executive Officer. "This LOI, if consummated as written, removes concern about settling the Put Option with equity at our current stock price and would retain RDIF as a valued partner working with us to drive long-term value at Voltyre-Prom."
The Company, with its partners, owns all of the equity interests in Voltyre-Prom, a leading producer of agricultural and industrial tires, which owns and operates an over two million square foot manufacturing facility located in Volgograd, Russia.