Titanium Files Management Information Circular for Special Meeting of Shareholders and Confirms Receipt of Interim Order for Previously-Announced Going-Private Transaction

Core Viewpoint - Titanium Transportation Group Inc. is moving forward with a plan of arrangement to be approved by shareholders, where TTNM Management Acquisition Limited will acquire all outstanding common shares for cash consideration of $2.22 per share, representing a significant premium to recent trading prices [2][4][6]. Company Overview - Titanium Transportation Group Inc. is a North American provider of transportation and logistics services, operating approximately 775 power units, 2,800 trailers, and employing around 1,300 individuals [15]. - The company has established operations in both Canada and the U.S., servicing over 1,000 customers with various trucking and logistics services [15]. Transaction Details - The cash consideration of $2.22 per common share represents a 41% premium to the closing price on January 14, 2026, and a 42% premium to the 20-day volume-weighted average price (VWAP) for the same period [6]. - The transaction is structured to provide shareholders with immediate liquidity and certainty of value, as it is not subject to any financing conditions [6][7]. Board and Committee Recommendations - The Special Committee and the Board of Directors unanimously recommend that shareholders vote in favor of the transaction, having determined it to be in the best interests of the company [4][5]. - The Board's recommendation is based on a thorough review of various factors, including a formal valuation and fairness opinion provided by National Bank Financial Inc. [14]. Meeting and Voting Information - A special meeting for shareholders is scheduled for March 10, 2026, with a proxy voting deadline of March 6, 2026 [9][10]. - Shareholders are encouraged to vote in advance and can seek assistance from Titanium's proxy solicitation agent [5]. Legal and Regulatory Approvals - An interim order from the Ontario Superior Court of Justice has been granted to facilitate the meeting and transaction procedures [11]. - An advance ruling certificate under the Competition Act has also been issued, satisfying regulatory conditions for the transaction [12]. Shareholder Support - Trunkeast Investments Canada Limited, the largest shareholder, has provided an unconditional guarantee for the purchaser's obligations and has agreed to vote in favor of the transaction [14]. - Rolling shareholders, who own approximately 50.5% of the outstanding common shares, have entered into voting and support agreements [14].