JOINT PRESS RELEASE
This is a joint press release by Titan N.V. ("Titan" or the "Company") and ERC Investments B.V. ("ERCI" or the "Offeror") pursuant to the provisions of Section 4, paragraphs 1 and 3, Section 5, paragraph 1 and Section 7, paragraph 4 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") in connection with the intended recommended public offer (the "Offer") by the Offeror for all the issued and outstanding ordinary shares in the capital of Titan. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Titan. Any offer by the Offeror will be made only by means of an offer memorandum (an "Offer Memorandum") approved by the AFM. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada and Japan.
TITAN AND ERCI AGREE ON RECOMMENDED ALL- CASH OFFER
Amsterdam, the Netherlands – 23 December 2024 – ERC Investments B.V. ("ERCI"), is engaged in the acquisition, management, and development of commercial and residential real estate, and Titan N.V. ("Titan" or the "Company") [Euronext: TITAN], formerly a provider of specialized IT development and services, announce that a conditional agreement (the "Merger Agreement") has been reached on a recommended public offer (the "Offer") for all issued and outstanding ordinary shares of Titan (the "Shares") for EUR 1.01 (cum dividend, but excluding the previously announced dividend in the total amount of EUR 1.38 per Share) in cash per Share (the "Offer Price").
TRANSACTION HIGHLIGHTS
• ERCI and Titan have reached conditional agreement on a recommended all-cash public offer for all issued and outstanding ordinary shares in the capital of Titan at an offer price of EUR 1.01 (cum dividend, but excluding the previously announced dividend in the total amount of EUR 1.38 per Share) in cash per Share
• The combination of ERCI and Titan creates a stronger foundation for growth, combining real estate expertise with enhanced market access and operational scalability.
• The Offer Price (plus the total dividend of EUR 1.38 as previously announced) represents a premium of approximately 36.6% to the undisturbed Titan closing share price on 20 December 2024, a premium of approximately 39.2% to the 30-trading day undisturbed VWAP and a premium of approximately 55.1% to the 90-trading day undisturbed VWAP, delivering immediate, certain and attractive cash value to Titan's shareholders
• The Management Board and Supervisory Board of Titan (together, the "Titan Boards") fully and unanimously support the Offer and the transactions contemplated in connection therewith, including the post-closing restructuring (together with the Offer, the "Transaction") and recommend the Offer to the shareholders of Titan
• The Offer and the Transaction is supported by Titan’s three largest shareholders, Jalak Investments B.V., DW Vastgoed Holding B.V. and Partinc Capital AB, representing approximately 65% of the Shares in aggregate. Each such shareholder has irrevocably agreed to tender its full shareholding in Titan under an offer by ERCI
• The Offer is predicated on ERCI maintaining Titan’s listing at Euronext Amsterdam
• It is expected that the mandatory extraordinary general meeting in connection with the Offer (the "EGM") will be combined with Titan’s annual general meeting (the "AGM") in 2025, expected to be held during the second half of March 2025
• It is likely that one of the items on the agenda for the EGM/AGM will be the proposal by the Company to distribute dividend in the total amount of EUR 1.38 per Share
• The Offeror has committed financing in place providing high deal certainty and will fund the transaction through existing and readily available cash resources
• ERCI and its subsidiaries (the "Offeror's Group") and Titan and its subsidiaries (the "Titan Group", and together the "Combined Group") will fully benefit from enhanced capital markets access, improved liquidity, and the increased visibility that comes with a public listing. By leveraging Offeror’s Group established real estate expertise and the expanded investor base, the Offeror’s Group will unlock new growth opportunities, optimize its financial structure, and strengthen its market presence. This strategic combination ensures the flexibility and resources needed to capitalize on future opportunities and deliver long-term value to shareholders.
• It is envisaged that the Offeror’s Group’s activities will be fully integrated with Titan’s Group’s business in order to fully benefit from ERCI's strong culture, core values, and business model based on a future joint strategy
• It is anticipated that the proposed Transaction is not subject to any Competition Clearances (as defined below), but might be subject to Regulatory Clearances (as defined below)
• A first draft of an Offer Memorandum is expected to be submitted to the AFM no later than early February 2025, with settlement of the Offer (the "Settlement") and consummation of the overall Transaction anticipated in H1 2025
Georg Werger, Chairperson of the Supervisory Board of Titan:
“We believe this proposed Transaction is an exciting opportunity to the shareholders of Titan. Sebo Eelkman Rooda, through ERCI, not only intends to bring a new activity to the company, but also will infuse it with expertise, a dynamic drive and vision.”.
Sebo Eelkman Rooda, CEO of ERCI:
"The intended public listing of Offeror’s Group is a transformative milestone, presenting investors with a rare opportunity to align with a proven growth trajectory and a forward-thinking vision. With a robust financial foundation and a steadfast commitment to creating enduring value, we are poised to deliver exceptional returns.
We expect not only to provide investors direct access to our success but also to unlock the agility required to accelerate future growth. This step cements our standing as a reliable and innovative partner in the real estate industry, while paving the way for unprecedented opportunities."