Per Titan PR: The spin-off or merger will allow the Company to accelerate strategic transaction flow at all remaining divisions, which the Company believes will significantly build overall shareholder value. Titan is pursuing both options on a parallel course and will make a decision by October 31, 2007, on its preferred plan.
According to Management, a spin-off would be accomplished through the pro rata dividend of 100% of Titan PCB, a wholly-owned subsidiary of Titan, to all shareholders of record on the record date set by Titan. The Company would make appropriate filings with the Securities and Exchange Commission and expects the spin-off could be completed during the Company's 2008 fiscal year.
A merger would be accomplished through the issuance of stock to Titan in a synergistic public electronics company in exchange for 100% of the outstanding stock of Titan PCB. Under this approach, Titan could, over time, monetize its owned stock through the sale of such shares in the open market. Alternatively, Titan could distribute these shares to its shareholders consistent with Securities and Exchange Commission rules.
Under either plan, Titan would retain its Communications Division, Titan Energy 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, this week 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 'PCB parts' were more valuable separately or through a merger with a synergistic company 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 PCB division includes PCB East and PCB West. These companies specialize in the manufacturing of advanced circuit boards and other high-tech products for military and 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 PCB grew to $20 million in revenue in fiscal 2006 and $17 million in revenue in its three quarters of fiscal 2007. Titan PCB is poised to continue its organic growth. As an independent public company, or as part of a synergistic electronics company, additionally, Titan PCB 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 electronics company.
"In our view Titan PCB has contributed little to our current market valuation. 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. “This strategic plan will enable each company to accelerate their individual synergistic plans for organic and strategic growth."
