Titanium Enters into Arrangement Agreement for Going-Private Transaction at $2.22 Per Share

Core Viewpoint - Titanium Transportation Group Inc. has entered into an arrangement agreement for the acquisition of all outstanding common shares at a cash consideration of $2.22 per share, representing a significant premium to recent trading prices [2][3]. Transaction Overview - The transaction involves the Purchaser acquiring all issued and outstanding common shares, excluding those held by certain key stakeholders known as Rolling Shareholders, who collectively own 50.5% of the shares [2]. - The purchase price of $2.22 per share represents a 41% premium to the last closing price and a 42% premium to the 20-day volume-weighted average price as of January 14, 2026 [3][8]. Special Committee and Board Approval - The Special Committee, after a comprehensive review and independent advice, unanimously recommended the transaction to the Board, stating it is an attractive outcome for minority shareholders [4][5]. - The Board, excluding conflicted directors, also unanimously supports the transaction and recommends that shareholders vote in favor at the upcoming special meeting [5][6]. Voting and Support Agreements - Voting support agreements have been secured from the largest shareholder, Trunkeast, and all directors and officers, representing approximately 50.7% of the total voting interest [6][12][13]. - The transaction requires approval from at least two-thirds of the votes cast by shareholders and a simple majority from non-Rolling Shareholders [7][10]. Financial Considerations - The transaction provides immediate liquidity and certainty of value for shareholders, particularly beneficial given the limited trading volume and financial challenges facing the company and the trucking industry [8]. - A formal valuation by National Bank Capital Markets indicates the fair market value of the shares is between $2.20 and $2.70, supporting the fairness of the transaction price [8]. Transaction Structure and Conditions - The transaction is structured as a statutory plan of arrangement under the Canada Business Corporations Act, requiring court approval and other customary conditions [7][10]. - The Arrangement Agreement includes customary deal-protection provisions and a break fee of $2 million payable under specific circumstances [8]. Company Background - Titanium Transportation Group is a leading North American transportation company with a fleet of approximately 775 power units and 2,800 trailers, providing various logistics services [16]. - The company has been recognized for its growth, ranking among Canada's Fastest Growing Companies for eleven consecutive years and completing numerous acquisitions since 2011 [16].