Titan Global Holdings, Inc. (“Titan”) (OTCBB:TTGLE), a high-growth diversified holding company, announced today that the Company’s Board of Directors approved a plan of a strategic reorganization (“Plan”) that will effectively split Titan into four separate public companies to create significantly greater opportunities for building shareholder value.
Titan anticipates filing a Form 10 for each entity with the Securities and Exchange Commission (“SEC”), to register each entity as a separate public company. Titan expects to file these documents with the SEC by March 31, 2008. Titan will set the shareholder record date for determination of those shareholders eligible for these share dividend distributions at a future date, once registration with the SEC is complete.
“Titan has a unique opportunity to restore and increase the Company’s market capitalization,” said Bryan Chance, President and Chief Executive Officer of Titan Global Holdings. “While we have taken bold and aggressive steps to put the Communications Division back on track, the reality is that the result of these events was substantial and long term. This reorganization will enable each of our divisions to stand alone to execute on each division’s opportunities. We believe this strategy will restore shareholder value as our ‘pieces’ are presently worth more than the ‘whole.’”
Under the approved Plan, the various subsidiaries comprising Titan’s Communications Division will be spun off to Titan’s shareholders. Each existing Titan communication unit will become a division of Pinless, Inc., a wholly owned subsidiary of Titan since August, 2005. Pinless, Inc. will be renamed to Planet Direct, Inc. As well, its prepaid phone card products will be marketed under the Planet Direct™ umbrella. The distribution of these shares may be taxable to the recipient as a dividend, as more fully described at the time of the distribution.
With respect to Titan’s Electronics and Homeland Security Division, the following plan was approved: Titan PCB West Inc., which has manufacturing operations in Fremont, California, will be renamed to Titan Electronics Inc. and spun out as a separate public company. Titan PCB East, Inc., and its Titan Nexus, Inc., subsidiary, which together have manufacturing operations in Massachusetts and Vermont, will be renamed NEO Electronics, Inc. and spun out as a separate public company. As Titan has held each company’s shares for over five years, the distribution of the shares from its electronics division may not be taxable to the recipient as a dividend.
With respect to Titan’s consumer product group, Titan has already announced its intentions to sell USA Detergents, Inc. Titan is in active discussions with various interested parties.
With respect to Titan Apparel Inc., Titan intends to divest the unit either through a sale to a strategic buyer or as an IPO as a separate public company. Titan will continue to explore these and other potentially beneficial strategic options for this unit.
Once these transactions are completed, Titan’s principal remaining operating asset will be its Energy Group, including Appalachian Oil Company, Inc. Titan will rename itself to Xnergy Corporation and focus on its core energy operations and strategic acquisition opportunities in the energy space. In the quarter ended November 30, 2007, Titan’s Energy Group produced $90 million in revenues.
With respect to exchange trading, each of Planet Direct, Inc., Titan Electronics, Inc., and Neo Electronics, Inc. will seek to have their shares listed for quotation on the OTC BB. With respect to Xnergy Corporation, Titan intends to apply to the NASDAQ by May, 2008 for admission to its exchange.
Titan will hold a conference call with investors on February 19, 2008 to discuss this Plan of Reorganization.
“This strategic plan will enable each separate business to present its individual financials to suppliers and customers alike in a manner that will provide greater financial transparency, clarity and confidence,” said David Marks, Chairman.
About Titan Global Holdings
Titan Global Holdings is a diversified holding company with a dynamic portfolio of subsidiaries spanning international telecommunications, electronics and homeland security, consumer products and energy resources and distribution.
Titan’s operating divisions include the following:
Titan’s Communications Division addresses a range of high-growth markets in the telecommunications, wireless and mobile segments. These units are focused on prepaid telecommunication products.
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.
Titan Card Services plans to capitalize on the burgeoning multibillion-dollar international prepaid money transfer sector. Titan Card Services’ proprietary technology provides for convenient and efficient international money transfers.
Titan’s Electronics and Homeland Security Division includes Titan PCB East, Inc., Titan PCB West, Inc., and Titan-Nexus, 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.
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.