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Titanium Asset Man (TAM)

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Thursday 06 September, 2007

Titanium Asset Man

Acquisitions and Special Mtg

Titanium Asset Management Corp
06 September 2007


Titanium Asset Management Corp.
6 September 2007


Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia,  Republic of South Africa or Japan

TITANIUM ASSET MANAGEMENT CORP.

PROPOSED ACQUISITIONS OF WOOD ASSET MANAGEMENT INC, SOVEREIGN HOLDINGS, LLC AND
CERTAIN CLIENT MANDATES OF SIESTA KEY  CAPITAL, LLC

NOTICE OF SPECIAL MEETING

HIGHLIGHTS

• Titanium announces its first acquisitions since admission to AIM in June 2007

• Stockholders holding a majority of the Company's common shares have already
irrevocably undertaken to vote in favour  of approving the acquisitions

• Titanium is to acquire Wood Asset Management Inc, Sovereign Holdings, LLC and
certain client mandates of Siesta Key  Capital, LLC

• Following completion of the acquisitions, the Company will have approximately
U.S.$3.33 billion of assets under  management

For further information:

Titanium Asset Management Corp.
John Sauickie, Chief Executive Officer                        +1 941 524 5672
Nigel Wightman, Executive Director                            + 44 7789 277849

Seymour Pierce Ltd
Jonathan Wright                                               + 44 20 7107 8000

Penrose Financial

Gay Collins                                                         +44 7798 626 282
Kay Larsen                                                          +44 7747 631 614

Titanium Asset Management Corp. ('Titanium' or the 'Company') (AIM: TAM) is
pleased to announce that it has entered  into agreements to acquire:

• the entire issued and outstanding capital stock of Wood Asset Management Inc
('Wood');

• the entire issued and outstanding capital stock of Sovereign Holdings, LLC
('Sovereign'); and

• certain client mandates from Siesta Key Capital LLC ('SKC')

(collectively, the 'Acquisition').

In aggregate, following completion of the Acquisition, the Company will have
approximately U.S.$3.33 billion of assets  under management ('AUM').

The Acquisition is expected to be completed on 1 October 2007 and constitutes a
reverse takeover under the AIM Rules.  The Acquisition is therefore contingent
upon, among other things, approval by a majority of the holders of common stock 
in Titanium ('Stockholders') at a Special Meeting.

Stockholders holding a majority of Titanium's common shares ('Common Shares')
have already irrevocably undertaken to  vote in favor of the resolution to be
proposed at the Special Meeting to approve the Acquisition thus ensuring its 
approval by Stockholders.

The Company is today despatching to Stockholders a re-admission document in
respect of Titanium (as enlarged by the  Acquisition) that contains all
information required by the AIM rules and contains a notice convening the
Special  Meeting..

Information on Titanium

Titanium was formed and organised as a corporation under the laws of the State
of Delaware to serve as a vehicle for the acquisition of one or more operating
companies or businesses, assets or divisions of companies, engaged in the asset
management industry. Titanium currently has no business operations.

Titanium's issued Common Shares and Warrants were admitted to trading on AIM on
21 June 2007 and, at that time, Titanium raised approximately U.S.$110,000,000
net of expenses.

Effect of the Acquisition

The Acquisition, on completion, will constitute a Business Combination (as
defined in Titanium's admission document dated 18 June 2007 ('Admission
Document')) and, accordingly, on completion:

   • the Directors of Titanium will become eligible to be paid compensation;

   • certain payments due from the Company to SKC for the provision of
    administrative services will cease; and

   • certain deferred fees will become payable.

However, the Acquisition will not constitute a Qualified Business Combination
(as defined in the Admission Document). Titanium is, however, in discussions
with several potential target businesses, any one of which, if negotiations are
successfully concluded, would amount to a Qualified Business Combination.

Following completion of Acquisition, the Company will no longer be an investing
company for the purposes of the AIM  Rules.  After such time, Titanium will
continue as a normal operating company.

Information on Wood

Wood is a Registered Investment Adviser with the SEC under the Investment
Advisers Act of 1940 and is located in Sarasota, Florida. It was founded by Gary
Wood in 1994. Wood manages U.S.$1.49 billion of equity, balanced, fixed income
and convertible investments for a number of retail and institutional clients
both directly and through WRAP programs. Its principal activity is the
management of mid and large cap U.S. equities using a relative value style based
on its own fundamental research. Wood's clients include high net-worth
individuals, foundations, pension plans and brokerage firms.

In the year ended 31 December 2006, Wood had total revenues of U.S.$6,252,000
and net income of U.S.$950,000.  As at 31  December 2006, Wood had total assets
of U.S.$932,000.

Information on Sovereign

Sovereign, trading as Sovereign Advisers, is a Registered Investment Adviser
with the SEC under the Investment Advisers Act of 1940 and is located in
Charlotte, North Carolina. Sovereign manages U.S.$1.74 billion of fixed income
investments for a number of retail and institutional clients directly and
through WRAP programmes. Sovereign's clients include high net-worth individuals,
municipalities, companies, brokerage firms and charities.

Sovereign offers a range of customized fixed income solutions, but has several
standard products including intermediate taxable fixed income, municipal
tax-exempt fixed income and enhanced cash. It uses both third party research and
its own quantitive analysis in its investment process.

Sovereign was founded by InterState Johnson Lane ('ILJ'), a Charlotte-based
broker-dealer and member NYSE firm. ILJ registered its investment advisory unit,
Sovereign Advisers, with the SEC in 1987. In 1997 IJL sold a controlling
interest in Sovereign to Jeff Hines, its current President.

In the year ended 31 December 2006, Sovereign had total revenues of
U.S.$3,321,000 and net income of U.S.$827,000.  As  at 31 December 2006,
Sovereign had total assets of U.S.$1,893,000.

Information on SKC

SKC is a Registered Investment Adviser with the SEC under the Investment
Advisers Act of 1940 and is located in Sarasota, Florida. It has assets under
management of approximately U.S.$150 million and manages equity portfolios for
pension plans, charities, corporations and high net worth individuals. Mr. John
Sauickie founded SKC in 2004 and serves as its Managing Partner. It is
anticipated that approximately U.S.$100 million AUM will be transferred pursuant
to the SKC Transfer Agreement.

Existing Directors

The existing directors of Titanium are all to remain on the board following completion:

Senior management

In addition to the Existing Directors, details of the other key senior
management of Titanium (following completion of  the Acquisition), being the
senior management of Wood and Sovereign, are set out below:

Wood

Gary Wood - President and Chief Investment Officer (68). Prior to forming Wood
in 1994, he founded Schaenen Wood & Associates, Inc. (SWA) and was its President
and Chief Investment Officer. He was President of Winrich Schaenen & Wood, the
predecessor firm to SWA and was principal of Estabrook Capital Management, Inc.
His other previous positions were with Brown Brothers Harriman & Co., Morgan
Stanley and Goldman Sachs & Co. He graduated from San Jose State University with
a B.S. in Engineering and has an MBA from Harvard Business School. He is a
member of the State of Florida Retirement System Investment Advisory Council.

Harald Hvideberg, CFA, - Executive Vice President, (39). Prior to joining Wood
in 2004, he was a portfolio manager and analyst with William R. Hough & Co. from
1997 to 2004. He holds an MBA from the University of Florida, and a BA in
Economics and a BS in Finance from the University of South Florida. He is the
Director of Research, heading the firm's research and analysis activities.

Patricia Woodruff, CFA - Managing Director (56). Prior to joining Wood in 1994,
she was a Vice President and Senior Investment Officer for the Bank of Boston -
Florida from 1990 - 1994. For the prior 18 years she was Vice President and
Regional Investment Manager for NationsBank and Florida National Bank. She holds
a BA in Economics from Stonehill College, North Easton, Massachusetts.

Robert Stovall, CFA - Managing Director (81). Prior to joining Wood in 2003 he
held positions at E.F. Hutton, Reynolds and Dean Witter, Stovall Twenty First
Advisers and Prudential Financial. He has been a regular commentator on both CNN
and CNBC and a regular columnist for both Forbes and Financial World. He
graduated from Wharton, University of Pennsylvania with a BS in Economics and
has an MBA from New York University. Since 1985 he has been a Professor of
Finance at NYU's Stern Graduate School of Business.

Bert Carter - Executive Vice President (70). Prior to joining Wood in 1997 he
held positions at Schaenen Wood & Associates, Cramer Rosenthal McGlynn and
Irving Trust Investment Management. He holds a BA from Cornell University and an
MBA from Columbia Business School.

Mark Troy - Executive Vice President (47). Prior to joining Wood in 2003, Mark
was an independent consultant and had previously held positions at Nicholas
Applegate Capital Management and Smith Barney Consulting Group. He is a graduate
of East Carolina University and attended the University of Delaware's Graduate
School of Business.

Thomas Dillon III, CFA - Executive Vice President (63). Prior to joining Wood in
2005, He was with the Stanford Group Company and the Stanford Washington
Research Group and he has also held positions at Donaldson Lufkin and Jenrette,
Salomon Brothers and UBS. He is a graduate of the University of North Carolina,
Chapel Hill and has an MBA from Emory University.

Sovereign

Jeff Hines, CFA - President (53). Prior to joining Sovereign in 1994 he held
various executive positions at institutional fund management firms. He is a
charter member of the CFA institute and graduated with a degree in Economics
from the University of Colorado. Jeff has overall responsibility for the
management and development of Sovereign's business.

Greg Cobb, CFA - Managing Director, Portfolio Management (46). Prior to joining
Sovereign in 1999 he served as a Senior Portfolio Manager for the fixed income
divisions of Bank of America, Trustco Capital Management and Barnett Banks. He
graduated with a degree in Economics from the University of North Carolina. As
well as acting as Managing Director of Portfolio Management, he is the senior
portfolio manager for taxable investments.

Chris Eckstrom - Senior Portfolio Manager (37). Prior to joining Sovereign in
2006 he managed fixed income portfolios, with a specialization in the municipal
sector, for the Columbia Management Group, an investment management subsidiary
of the Bank of America. He has a degree in Aeronautical Science from
Embry-Riddle Aeronautical University and an MBA from St. Bonaventure University.
He is the portfolio manager for all municipal investments.

Frank Wilkinson - Managing Director Business Development (72). Prior to joining
Sovereign in 2006 he was Managing Director of Fixed Income Investments for Asset
Management of the South and Director of Fixed Income Investments with Mountain
Capital LLC. He has a degree in Economics from John Hopkins University and an
MBA from the NYU Graduate School of Business Administration. He is the head of
marketing with responsibility for monitoring all sales personnel and the
preparation of marketing reports.

Denise Fohr - Operations and Compliance Manager (36). Prior to joining Sovereign
in 2005 Denise carried out a range of investment operations and compliance roles
with Smith Barney in Pittsburgh and Boston. She is responsible for the
operations department and for all compliance procedures.

Summary Terms of the Acquisition

Wood

The Company has entered into an agreement (the 'Wood Acquisition Agreement')
with Wood and the shareholders of Wood. Pursuant to the terms of the Wood
Acquisition Agreement, the Company has agreed to acquire all of the issued share
capital of Wood, all upon the terms and subject to the conditions set forth in
the Wood Acquisition Agreement and in accordance with the relevant provisions of
applicable law.

Each of the shareholders of Wood is to receive their respective pro rata share
of the purchase price of $31,500,000 (being, in aggregate, $27,500,000 in cash
and $4,000,000 to be satisfied by the issue of 727,273 Common Shares).

In addition Mr. Gary Wood is to receive earn-out payments in the amount of up to
$4,000,000 and revenue bonuses in the amount of up $2,000,000 if certain
conditions set forth in the Wood Acquisition Agreement are met.

Sovereign

The Company has entered into an agreement (the 'Sovereign Acquisition
Agreement') with Sovereign and JARE, INC. ('JARE'). Pursuant to the terms of the
Sovereign Acquisition Agreement, the Company has agreed to acquire all of the
issued membership interests of Sovereign, all upon the terms and subject to the
conditions set forth in the Sovereign Acquisition Agreement and in accordance
with the relevant provisions of applicable law.

JARE is to receive a purchase price of $5,500,000 (being, in aggregate,
$4,500,000 in cash and $1,000,000 to be satisfied by the issue of 181,818 Common
Shares).

In addition JARE is to receive earn-out payments in the amount of up to
$3,000,000 and revenue bonuses in the amount of up $2,000,000 if certain
conditions set forth in the Sovereign Acquisition Agreement are met.

SKC

The Company has entered into an agreement (the 'SKC Transfer Agreement') with
SKC. Pursuant to the terms of the SKC Transfer Agreement SKC will notify all of
its clients that SKC will terminate its investment advisory contracts with its
clients and will encourage all of its clients to engage the Company as their new
registered investment adviser and enter into a new investment advisory, sub
advisory or other contract with the Company, all upon the terms and subject to
the conditions set forth in the SKC Transfer Agreement and in accordance with
the relevant provisions of applicable law.

SKC is to receive a cash amount equal to 0.5% of the amount of assets under
management of the client contracts entered into by the Company with previous
clients of SKC. Such amount is to be paid in two installments: (i) the amount
due for client contracts entered into and existing as of a date six months from
the date of the acquisition of a target business; and (ii) the amount due for
client contracts entered into from the date in (i) above to a date six months
thereafter.

The Directors, other than Mr, Sauickie, having consulted with the Company's
nominated adviser, Seymour Pierce, consider that the terms of the SKC Transfer
Agreement are fair and reasonable insofar as Stockholders are concerned.
Completion of the Acquisition is conditional upon, inter alia, the approval of
the Acquisition by shareholders of  Titanium at the Special Meeting and the
entire issued and to be issued Common Shares and Warrants being re-admitted to 
trading on AIM.

Admission Document and Special Meeting

The Admission Document setting out details of the Acquisition and including the
notice of the Special Meeting,  accompanied by a Proxy Card, is being posted to
Stockholders today.  The Special Meeting has been convened for 3 p.m.  (UK time)
/ 10 a.m. (EDT) on 27 September 2007 at the offices of Mintz, Levin, Cohn,
Ferris, Glovsky & Popeo, P.C., The  Chrysler Center, 666 Third Avenue, 25th
Floor, New York, NY 10017.

Copies of the Admission Document will be available to the public free of charge
from today at the offices of Seymour  Pierce Limited, 20 Old Bailey, London EC4M
7EN during normal business hours on any weekday (other than Saturdays,  Sundays
and public holidays), until one month following the date of admission and will
be available for review and  download at www.ti-am.com.

For further information:

Titanium Asset Management Corp.
John Sauickie, Chief Executive Officer                          +1 941 524 5672
Nigel Wightman, Executive Director                              + 44 7789 277849

Seymour Pierce Ltd
Jonathan Wright                                                 +44 20 7107 8000

Penrose Financial

Gay Collins                                                     +44 7798 626 282
Kay Larsen                                                      +44 7747 631 614

This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities or to  carry on any investment activity
whatsoever.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
           DCSSGGGRU                                                                                                                                                                                                                                                      

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