to 6,240,833 new common shares to Titan Europe shareholders in connection with the company’s offer for Titan Europe.
The deal offers Titan Europe shareholders one new share of Titan International common stock for every 11 Titan Europe shares held. Basedon the closing exchange rate of 1 pound per $1.6016 and the closing stock priceof Titan International common stock of $20.03 on Sept. 13, 2012, the offer values each Titan Europe share at approximately 113.36 pence and Titan Europe’s fully diluted share capital at approximately 104.8 million pounds, a premium of approximately 15.1% to the Sept. 13 closing price of 111.25 pence.