Planet Corporation Group- Titan purchased a 56% controlling interest in Planet Corporation Group based in Perth, Australia (Planet) for $22.9 million U.S. dollars and payments of $10.5 million U.S. dollars for Planet’s debt. The fair value of the consideration transferred and noncontrolling interests exceeded the fair value of the identified assets acquired less liabilities assumed. Therefore, goodwill of $14.0 million was recorded on the transaction. An initial noncontrolling interest of $26.3 million U.S. dollars was recorded at the acquisition date. The Company continues to evaluate the preliminary purchase price allocation, primarily the value of certain deferred taxes and goodwill, and may revise the purchase price allocation in future periods as these estimates are finalized.
Titan Europe Plc Share Offer and Acceptance- On August 10, 2012, Titan announced a formal offer to Titan Europe Plc shareholders of one share of new Titan International common stock for every 11 Titan Europe Plc shares held. On October 5, 2012, Titan had received 87.2 percent acceptance of the offer including the 21.8 percent of Titan Europe Plc shares already owned. The offer was declared wholly unconditional on the October 5 date and the offer remained open until October 19, 2012. As of October 19, 2012, Titan had received valid acceptances of the offer which in aggregate with the Titan Europe Plc shares already owned, represented a 97.1 percent ownership.
On October 19, 2012, Titan International issued approximately 5.6 million shares of common stock, representing the acceptances received as of October 5, 2012, to Titan Europe Plc shareholders with a value of $107.6 million. Due to the timing of this transaction, the acquisition date fair value calculations have not been completed. The Company recorded $2.8 million of expense related to the acquisition costs through September 30, 2012 which are classified in general & administrative expenses.