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Titan International Proposing All-Share Offer For Titan Europe PLC

Stocks in this article: TWI

Titan International, Inc. (NYSE: TWI) (“Titan Inc.”) announced on July 18, 2012 that it has approached the Board of Titan Europe PLC (“Titan Europe”) which may or may not lead to an offer being made for the whole of the issued share capital of Titan Europe. There can be no certainty that a formal offer will be made for Titan Europe or the terms on which such an offer may be made. As a result of certain of the Directors of Titan Europe being directors of Titan Inc. an Independent Committee of the Board of Titan Europe has been formed for the purposes of considering any possible offer.

Titan Inc. is proposing an indicative all-share offer for Titan Europe of one Titan Inc. common share per 11 Titan Europe ordinary shares subject to certain conditions. Included with this press release is the amended 2.4 announcement submitted to the London Stock Exchange.

Titan International, Inc., a holding company, owns subsidiaries that supply wheels, tires and assemblies for off-highway equipment used in agricultural, earthmoving/construction and consumer (including all terrain vehicles) applications. For more information, visit www.titan-intl.com.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE.

For immediate release

Titan International, Inc. (“Titan International”)

Amended 2.4 announcement regarding the recent approach by Titan International to Titan Europe Plc (“Titan Europe”)

The Board of Titan Europe announced on 17 th July 2012 that it was in talks with Titan International, which may or may not lead to an offer being made for the whole of the issued and to be issued share capital of Titan Europe. That announcement placed Titan Europe in an offer period under the provisions of the Code (the “Offer Period”).

As a result of certain of the directors of Titan Europe being directors of Titan International, an independent committee of the board of Titan Europe (the “ Independent Directors”) has been formed for the purposes of considering any possible offer.

PROPOSED INDICATIVE OFFER FOR TITAN EUROPE

Titan International is proposing an indicative all-share offer for Titan Europe of one Titan International common share per 11 Titan Europe ordinary shares (“Indicative Offer”). The proposed Indicative Offer would be subject to certain conditions including, inter alia, valid acceptances being received (and not, where permitted, withdrawn) in respect of such number of Titan Europe ordinary shares that Titan International and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the proposed offer or otherwise, Titan Europe Shares representing not less than 51 per cent. (or such lower percentage as Titan International may decide) in nominal value of the issued Titan Europe Shares and not less than 51 per cent. (or such lower percentage as Titan International may decide) of the voting rights carried by the issued Titan Europe shares, provided that this condition shall not be satisfied unless Titan International and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the proposed offer or otherwise, Titan Europe Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Titan Europe.

The announcement of a formal offer under Rule 2.7 of the Code will be pre-conditional upon, inter alia, satisfactory mutual due diligence and a change of control consent being obtained from Titan Europe’s lending banks. The parties reserve the right to waive such conditions.

The proposed Indicative Offer would value each Titan Europe share at approximately 123.9 pence per share and the entire issued and to be issued share capital of Titan Europe at approximately £115.2 million (based upon the closing price of US$21.17 per Titan International common share on 25 July 2012 (being the last practicable day before the date of this announcement) and an exchange rate of US$1.5527/£1), a premium of 11.7% over the closing share price of Titan Europe on 25 July 2012 (being the last practicable day before the date of this announcement) and a premium of approximately 9.7% over the closing price of Titan Europe on 16th July 2012, the last day before the commencement of the Offer Period.

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