DHS Holding Co. (fka DHSM)

[generalelectrik]

Titan Global Holdings Finalizes Strategic Plan to Divest Titan Electronics Group
Monday November 5, 4:01 pm ET
Spin-off Designed to Unlock Full Value of Electronic Units and Create Liquidity Event for Loyal Long Term Shareholders


RICHARDSON, Texas--(BUSINESS WIRE)--Titan Global Holdings, Inc. (OTCBB:TTGL), a high-growth diversified holding company, today announced its definitive strategic plan to spin out Titan’s Electronics Group (“Titan EG”).
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The announcement follows Titan’s acquisition of the various secured debt and equity instruments secured with the assets of Nexus Nano Electronics, Inc. (“Nexus”). Titan intends to exercise its legal rights as its lender to obtain ownership of Nexus’ assets. Titan will combine Nexus with the operations of its Titan Electronics Group, creating synergies and efficiencies. Titan Electronics Group includes its legacy PCB divisions of Titan PCB East and Titan PCB West.

According to Management, a spin-off would be accomplished through the pro rata dividend of 100% of Titan EG, a wholly-owned subsidiary of Titan, to all shareholders of record on the record date set by Titan. The Company will file a Form 10 with the Securities and Exchange Commission and will make application for admission to the NASDAQ stock exchange of Titan EG.

While the strategic plan to spin out Titan EG was approved in January of this year, the fulfillment of this plan was delayed while Titan focused on completion of its recent acquisitions of Appalachian Oil Company and USA Detergents and analyzed merger and acquisition candidates that best complement the core electronics division operations and assets. These efforts resulted in Titan’s Nexus transaction last week.

The spin-off will allow the Company to accelerate strategic transaction flow at all remaining divisions, which the Company believes will significantly build overall shareholder value.

In connection with the Nexus acquisition, Titan EG issued $7.3 Million in Preferred Stock to YA Global Investments, LP (“YA Global”), converted debt from Titan and/or its affiliates into Titan EG common stock, and re-classified $4 Million in debt to Preferred Stock, such that Titan EG’s balance sheet was significantly strengthened.

As there is no guarantee that the Company will be accepted by NASDAQ, if the NASDAQ doesn’t accept Titan EG, it will seek listing on the OTCBB. These efforts are consistent with management’s stated strategic plan to encourage an expanded institutional investor base as a means to deliver long-term shareholder value. Management expects the spin-off could be completed during the Company's 2008 fiscal year.

Under the final strategic plan, Titan will retain its Communications Division, Titan Global Energy Group, Homeland Security Group, and Titan Global Brands units. Titan recently issued revenue guidance for fiscal 2008 that includes Titan PCB’s expected $30 million contribution to the Company’s stated overall revenue guidance of between $735 million and $747 million for fiscal 2008. In addition, recently, Titan issued initial earnings guidance for fiscal year 2008 in the range of $15 million to $17.5 million, or $.24 to $.28 per diluted share.

"As stated previously, after considerable consultation with our strategic investors and professionals, Titan's Board concluded that the aggregate value of Titan's Electronic Group were more valuable separately than through its existing structure within Titan Global Holdings," said Bryan Chance, President and Chief Executive Officer of Titan Global Holdings. "This strategic initiative is designed to maximize shareholder value and facilitate the ability of each unit to grow organically and through strategic acquisitions."

Titan’s Electronics Group includes companies that specialize in the manufacturing of advanced circuit boards and other high tech products for military and high-tech clients.

Today Titan Electronics Group operates two subsidiaries -- Titan PCB East, Inc. and Titan PCB West -- that specialize in the manufacturing of advanced circuit boards and other advanced technology products for the military and other high-tech clients, such as Textron, generating record revenues in 2006. Titan's PCB East holds the highly coveted 31032 manufacturing certification from the U.S. Department of Defense.

Titan Electronics Group grew to $20 million in revenue in fiscal 2006 and $17 million in revenue in its three quarters of fiscal 2007. Titan had announced record guidance for its Electronics and Homeland Security Division in fiscal 2008. Titan anticipates this division will generate revenues of $30 Million and Net Operating Income of $1 million for the fiscal year ended August 31, 2008. Once Titan completes its legal steps with Nexus, it will upgrade the fiscal 2008 revenue and earnings guidance for Titan Electronics Group.

Titan EG is poised to continue its organic growth. As an independent public company, Titan EG could more efficiently execute on ongoing strategic acquisition opportunities in its space. Titan’s strategic investors have identified additional available private companies in the electronic space that would add synergistic scale to this independent public electronic company.

"As previously stated, this approach is designed to unlock the value of this division for the benefit of Titan’s shareholders," said David Marks, Chairman of Titan Global Holdings. “The dividend distribution of these shares will constitute a liquidity event for our loyal investors. As well, this strategic plan will enable each company to accelerate their individual synergistic plans for organic and strategic growth."

About Titan Global Holdings

Titan Global Holdings is a diversified holding company with a dynamic portfolio of subsidiaries capitalizing on multi-billion dollar worldwide markets spanning international telecommunications, electronics and homeland security, consumer products and energy resources. Through our nine wholly-owned subsidiaries, we take advantage of valuable synergies between our subsidiaries to maximize revenue growth, internal development and strategic acquisitions. In fiscal 2006 Titan generated in excess of $109 million in revenues on a consolidated basis and projects fiscal 2008 revenues up to $747 million. Titan’s operating divisions include the following:

Titan’s Telecommunications Division addresses a range of high-growth markets in the telecommunications, wireless and mobile segments. Companies include Oblio Telecom, Inc. the second largest publicly-owned company focused on the international prepaid telecommunications segment, StartTalk, Inc., Pinless, Inc., Titan Wireless Communications, Inc. and Ready Mobile.

The Titan Global Energy Division aggregates traditional and next-generation energy and fuel assets that can provide significant opportunities for growth in one of the world’s largest and most critical markets.

Titan Global Brands integrates, protects and expands brand management capabilities to leverage and optimize growth across Titan’s worldwide distribution channels. We own or manage more than 100 major brands that are distributed through efficient, overlapping and expansive distribution channels.

Titan Card Services capitalizes on the burgeoning multibillion dollar international prepaid money transfer sector. The Card Services division provides a seamless brand extension for Titan's growing family of prepaid products, currently sold through a nationwide network of more than 71,000 retailers.

Titan’s Electronics and Homeland Security Division includes Titan PCB East, Inc. and Titan PCB West, Inc. These companies specialize in the manufacture of advanced circuit boards and other electronic products for classified military and defense department customers, and other high-tech clients.

For more information, please visit: www.titanglobalholdings.com.

For investor-specific information and resources, visit http://www.trilogy-capital.com/tcp/titan/ or http://www.b2i.us/irpass.asp?BzID=1314&to=ea&s=0.

To view current stock quotes and news, visit http://www.trilogy-capital.com/tcp/titan/quote.html. To view an investor fact sheet about the company, visit http://www.trilogy-capital.com/tcp/titan/factsheet.html.

Forward-Looking Statements

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 -- With the exception of historical information, the matters discussed in this press release are forward-looking statements that involve a number of risks and uncertainties. The actual future results of TTGL could differ significantly from those statements. Factors that could cause actual results to differ materially include risks and uncertainties such as the inability to finance the company's operations or expansion, inability to hire and retain qualified personnel, changes in the general economic climate, including rising interest rates and unanticipated events such as terrorist activities. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such statements should not be regarded as a representation by the Company, or any other person, that such forward-looking statements will be achieved. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on such forward-looking statements. For further risk factors see the risk factors associated with our Company, review our SEC filings.



Contact:
Trilogy Capital Partners
Financial Communications:
Ryon Harms, Toll-free: 800-592-6067
[e-mail]

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Source: Titan Global Holdings, Inc.