ERC Investments

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
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? 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.".
TRANSACTION PROCESS
Consistent with their fiduciary duties, the Titan Boards have carefully reviewed and evaluated all aspects of
the proposals, including, amongst others, the merits of combining the Titan Group and the Offeror’s Group,
the liquidity event for Titan’s shareholders, other financial aspects and deal certainty. As a result of the
discussions, review and evaluation, the Titan Boards have entered into the Merger Agreement with ERCI upon
the terms and conditions as set out in the Merger Agreement and as summarized in this joint announcement.
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STRATEGIC RATIONALE
The envisaged listing on Euronext Amsterdam, through Titan, marks a significant strategic step that positions
the Offeror’s Group’s business to unlock its full potential and deliver sustainable value to its stakeholders.
Such proposed listing of the Offeror’s Group’s business provides direct access to capital markets, enabling
Offeror’s Group to secure funding for growth initiatives, strengthen its financial structure, and reduce reliance
on traditional financing methods. By becoming publicly traded, it enhances its visibility and credibility within
the real estate industry, attracting a broader investor base and fostering trust among partners and
stakeholders. A public listing also offers improved liquidity, allowing shareholders to benefit from the
flexibility of trading shares on the open market while creating opportunities to expand Offeror’s Group’s reach
and pursue strategic acquisitions. With its proven expertise and commitment to growth, Offeror’s Group is
poised to capitalize on the advantages of the proposed Transaction, setting the stage for long-term success
and solidifying its position as a leader in the real estate industry.
FULL AND UNANIMOUS SUPPORT AND RECOMMENDATION FROM THE TITAN BOARDS
Following the diligent and carefully executed process, the Titan Boards believe that the Offeror has made a
compelling offer representing an attractive cash premium to Titan's shareholders, as well as favourable
commitments in respect of deal certainty. The Titan Boards conclude that the Offer is in the best interest of
the Company and the sustainable, long-term success of the Titan Group, taking into account the interests of
all Titan's stakeholders, especially its shareholders.
Taking all these considerations into account, the Titan Boards unanimously support the proposed Transaction
and recommend that Titan's shareholders tender their Shares under the Offer, if and when made. Accordingly,
the Titan Boards recommend that the shareholders of Titan vote in favour of the resolutions relating to the
Offer at an extraordinary general meeting of Titan, to be held during the offer period (the "EGM"). The EGM is
likely to be combined with the annual general meeting of Titan (the “AGM”), which AGM is expected to be held
during the second half of March 2025. It is expected that one of the items on the agenda for the AGM (and hence
the EGM) will be the proposal by the Company to distribute dividend in the aggregate amount of EUR 1.38 per
Share.
IRREVOCABLE UNDERTAKING BY LARGE SHAREHOLDERS
Each of Jalak Investments B.V., DW Vastgoed Holding B.V. and Partinc Capital AB has executed an irrevocable
undertaking with the Offeror to tender all its Shares in an offer by ERCI, subject to an offer being made by ERCI
and certain other customary conditions (excluding a condition in the event of a higher price). In accordance
with applicable public offer rules and if not published before an Offer Memorandum being made generally
available, any information shared with the persons in relation to the offer shall be included in such Offer
Memorandum (if and when issued), and each of Jalak Investments B.V., DW Vastgoed Holding B.V. and Partinc
Capital AB will tender its Shares on the same terms and conditions as the other Titan shareholders.
STRATEGY, STRUCTURE AND GOVERNANCE
Strategy
The Titan Group is currently not conducting any business. However, it is envisaged the Offeror's Group’s
activities will be integrated with the Titan Group following Settlement in order to streamline operations,
enhance synergies, and leverage the Combined Group’s resources to drive strategic growth and maximize
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shareholder value. This integration is expected to create a more robust platform, aligning the strengths of the
Combined Group to capitalize on market opportunities and achieve operational efficiency.
The Offeror confirms the growth potential of the Combined Group and intends to explore and invest in existing
and new opportunities to expand the Combined Group's business
Structure and Governance
Upon successful completion of the Offer, it is envisaged that the Offeror shall designate one member of the
Management Board for nomination by the Titan Boards. Upon successful completion of the Offer, the Offeror
shall designate three members of the Supervisory Board for nomination by the Titan Boards.
Upon successful completion of the Offer, it is envisaged that no current members of Titan's Supervisory Board
will continue as Supervisory Board members. Furthermore, upon successful completion of the Offer, it is
envisaged that no current members of Titan’s Management Board will continue as Management Board
members.
Employees
There will be no reduction in the number of employees of the Titan Group as a consequence of the Transaction.
Leverage and costs
The Offeror and Titan will ensure that the Combined Group will be prudently financed to safeguard business
continuity and to support the success of the business, while also ensuring that the financial leverage of the
Combined Group remains at a sustainable level on a rolling basis.
The Offeror or its affiliates will not affect any debt push-down to the Titan Group as a result of the Transaction.
FULLY COMMITTED FINANCING FOR THE OFFER
The Offeror shall fund the Offer through existing and readily available cash resources.
From such cash resources, the Offeror will be able to fund the acquisition of the Shares under the Offer and
the payment of fees and expenses related to the Offer.
The Offeror has no reason to believe that the Offeror's cash resources will not be available on or prior to the
date of Settlement of the Offer (the "Settlement Date").
NO ACQUISITION OF 100% AND NO DE-LISTING
Titan and the Offeror agreed that ERCI has no intention (i) to acquire 100% of the Shares unless such
percentage is offered under the Offer nor (ii) to terminate the existing stock exchange listing of Titan at
Euronext Amsterdam as part of the Transaction. To the contrary, ERCI would like to have Titan maintain such
stock exchange listing as a result of Parties’ agreement.
No post acceptance period will be offered by the Offeror.
Even if the Offeror has acquired at least 95% of the Shares, the Offeror will not commence statutory squeeze-
out proceedings to obtain 100% of the Shares.
Prior to submitting an Offer Memorandum to the AFM, the Offeror will elect a post-closing restructuring
measure (the "Preferred Post-Closing Restructuring Measure"), which will either be (i) a share sale and
contribution pursuant to which ERCI will sell all of its business (i.e. the shares in all its direct and indirect
subsidiaries, except for the shares in the Offeror, to Titan against the issuance of shares by Titan (as purchaser)
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to ERCI (as seller) (the "Share Sale"), or (ii) (a) post-closing demerger(s), meaning (a) legal (triangular)_
demerger(s) involving ER Capital N.V. (as disappearing company) with and into two newly to be incorporated
Dutch private limited liability companies to be fully and directly owned by the Company ("Company Subs")
(as acquiring companies) with the Company allotting shares to one or more members of the Offeror’s Group
as a result of such (a) legal triangular demerger(s) (individually and collectively, the "Demerger").
If the Offeror has not decided on the Preferred Post-Closing Restructuring Measure prior to submitting the first
draft of an Offer Memorandum to the AFM, the Demerger will be considered the Preferred Post-Closing
Restructuring Measure.
The Preferred Post-Closing Restructuring Measure is subject to the adoption of certain shareholder resolutions
at the EGM. The Titan Boards have agreed to unanimously recommend that shareholders vote in favour of the
resolutions required for the Preferred Post-Closing Restructuring Measure.
PRE-OFFER AND OFFER CONDITIONS
The commencement of this Offer is subject to the satisfaction or (full or partial) waiver of pre-offer conditions
customary for a transaction of this kind, including:
? The Offeror having received confirmation from the AFM that the AFM has approved the final draft
of an Offer Memorandum
? No public announcement having been made of a Competing Offer (as defined below)
? No third party having obtained any subscription rights for Shares
? The Titan Boards not having revoked or altered their recommendation of the Offer
? No material breach of the Merger Agreement having occurred
? No material adverse effect (as defined in the Merger Agreement) having occurred
? No order, stay, judgment or decree having been issued restraining, prohibiting or delaying the
consummation of the Offer in any material respect
? No notification having been received from the AFM that pursuant to section 5:80 of the Dutch
Financial Supervision Act (Wet op het financieel toezicht) ("Wft"), investment firms
(beleggingsondernemingen) would not be allowed to cooperate with settlement of the Offer
? Trading in the Shares on Euronext Amsterdam not having been suspended
? No offer condition becoming permanently incapable of being satisfied
If and when made, the consummation of this Offer will be subject to the satisfaction or waiver of the following
offer conditions customary for a transaction of this kind, including:
? Minimum acceptance threshold of at least 51% of the Shares
? The Regulatory Clearances(as defined below), if any, having been obtained or the applicable time
periods having expired, lapsed or terminated
? The general meeting of the Company having adopted the resolutions in connection with the Offer
and the Post-Closing Restructuring Measure, as applicable
? No public announcement having been made of a Competing Offer (as defined below)
? No third party having obtained any subscription rights for Shares
? The Titan Boards not having revoked or altered their recommendation of the Offer
? No material breach of the Merger Agreement having occurred
? No material adverse effect as defined in the Merger Agreement having occurred
? No order, stay, judgment or decree having been issued restraining, prohibiting or delaying the
consummation of the Offer in any material respect
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? No notification having been received from the AFM that the Offer was made in contravention of
any of the provisions of chapter 5.5 of the Wft or the Decree, within the meaning of section 5:80
Wft, in which case, pursuant to those rules, securities institutions (effecteninstellingen) would not
be permitted to cooperate with the execution and completion of the Offer
? Trading in the Shares on Euronext Amsterdam not having been suspended
REGULATORY CLEARANCES
Titan and the Offeror shall seek to obtain the required regulatory clearances (the "Regulatory Clearances"),
if any, as soon as practicable and prepare and file with the regulatory authorities the relevant applications and
provide the regulatory authorities with any additional information and documentation that may be
reasonably requested in connection with these applications.
NO COMPETITION CLEARANCES
Parties currently anticipate not to have to obtain any competition clearances (the "Competition
Clearances").
EXCLUSIVITY AND COMPETING OFFER
As part of the Merger Agreement, Titan has entered into customary undertakings not to solicit any third party
offers. If a bona fide third party makes an offer which, in the reasonable opinion of the Titan Boards, is more
beneficial than the Offer as contemplated in the Merger Agreement and exceeds the Offer Price by 30% or more
(a "Competing Offer"), the Offeror has always the opportunity to match such Competing Offer. If it does, and
the terms and conditions of such offer are, in the reasonable opinion of the Titan Boards, at least equal to
those of the Competing Offer (a "Revised Offer"), the Merger Agreement will remain in force. However, if a
Competing Offer is not matched by the Offeror, either Titan or the Offeror may terminate the Merger
Agreement, in which case the Company shall be obliged to pay a termination fee of EUR 600,000 to the Offeror.
If a consecutive Competing Offer is made, the threshold of 30% remains 30%. The thresholds of 30% are
determined in the context of applicable expected additional costs for the Company related to any transaction
other than the Offer and the Transaction.
TERMINATION
If the Merger Agreement is terminated because (i) the Titan Boards have revoked or altered their
recommendation of the Offer following a material event, development, or change in circumstances qualifying
as an adverse recommendation change as defined in the Merger Agreement that requires the Titan Boards to
change their recommendation or (ii) Titan has changed its recommendation in respect of a Competing Offer
or (conditionally) agreed to a Competing Offer, Titan will pay the Offeror an EUR 600,000 termination
compensation.
If the Merger Agreement is terminated because a Party has materially breached the Merger Agreement and
such breach is incapable of being remedied or has not been remedied, the Party that breaches the Merger
Agreement will pay to the other Party an EUR 300,000 termination compensation.
NEXT STEPS AND ADDITIONAL INFORMATION
Titan and the Offeror will seek to obtain all required Regulatory Clearances, if any, as soon as practicable,
whereby the Offeror has agreed to take all necessary steps to obtain clearance from the regulatory authorities,
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if applicable. Both Parties are confident that the Offeror will secure all required approvals and clearances
within the timetable of the Offer.
The Offeror intends to launch the Offer as soon as practically possible and in accordance with the applicable
statutory timetable. An Offer Memorandum is expected to be published and the Offer is expected to
commence in Q1 2025.
Titan will hold an informative EGM at least six business days before closing of the offer period in accordance
with Section 18 Paragraph 1 of the Decree. Titan's shareholders will also be asked to approve either (A) the
Share Sale, if applicable, or (B) the Demerger, subject to at least 51% of the Shares having been tendered or
acquired by the Offeror.
Based on the required steps and subject to the necessary approvals, Titan and the Offeror anticipate that the
Transaction will be consummated in H1 2025.
ADVISORS
Burggraaf & Hoekstra and Lexwood Legal are acting as ERCI’s legal advisors.
GENERAL RESTRICTIONS
The information in this announcement is not intended to be complete. This announcement is for information
purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or
investment advice or an inducement to enter into investment activity. This announcement does not constitute
an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of Titan in any jurisdiction.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly,
persons who carne into possession of this document should inform themselves of and observe these
restrictions. To the fullest extent permitted by applicable law, the Offeror and Titan disclaim any responsibility
or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions
may constitute a violation of the securities laws of that jurisdiction. Neither Titan, nor the Offeror, nor any of
their advisors assume any responsibility for any violation by any person of any of these restrictions. Titan
shareholders in any doubt as to their position should consult an appropriate professional advisor without
delay. This announcement is not to be published or distributed in or to Canada, Japan and the United States.
FORWARD-LOOKING STATEMENTS
This press release may include "forward-looking statements" and language that indicates trends, such as
"anticipated" and "expected". Although Titan and the Offeror believe that the assumptions upon which their
respective (financial) information and their respective forward-looking statements are based are reasonable,
they can give no assurance that these assumptions will prove to be correct. Neither Titan nor the Offeror, nor
any of their advisors accept any responsibility for any financial information contained in this announcement
relating to the business or operations or results or financial condition of the other or their respective groups.
For more information, please contact:
Press enquiries Titan
Mr. Jan Sundelin (e-mail: jan.sundelin@titan-nv.com)
Press enquiries ERCI
Mr. Sebo Eelkman Rooda (e-mail: eelkmanrooda@ercapital.nl)
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ABOUT TITAN
Titan, previously called TIE Kintex N.V., was engaged in providing specialised IT development and services.
The Titan Group has currently no business activities. Titan is currently listed at Euronext Amsterdam.
ABOUT ERCI
ERCI is a Dutch legal entity incorporated in connection with the Offeror and is part of a group of companies of
which ER Capital N.V. is the holding company and which group is primarily engaged in the acquisition,
management, and development of commercial and residential real estate. The latter group’s activities include
investing and trading in real estate assets, active management and development of real estate assets, active
managing and maintaining properties owned by ERCI as well as third parties, and providing comprehensive
real estate management services, and creating added value through strategic enhancements and real estate
solutions.
NOTES TO THE PRESS RELEASE
This is also a public announcement by Titan N.V. pursuant to section 17 paragraph 1 of the European Market
Abuse Regulation (596l2014). This public announcement does not constitute an offer, or any solicitation of any
offer, to buy or subscribe for any securities in Titan N.V.

tijd 11.04
- TITAN EUR 2,20 +0,45 Vol.163.961