お知らせ • Apr 01
TTNM Management Acquisition Limited, Trunkeast Investment Canada Limited, Ted Daniel, Lu Galasso, Alex Fu, De Zen Family, and others completed the acquisition of Titanium Transportation Group Inc. (TSX:TTNM) from a group of shareholders.
TTNM Management Acquisition Limited, Trunkeast Investment Canada Limited, Ted Daniel, Lu Galasso, Alex Fu, De Zen Family, and others entered into an arrangement agreement to acquire Titanium Transportation Group Inc. (TSX:TTNM) from a group of shareholders for approximately CAD 100 million on January 14, 2026. A cash consideration of CAD 2.22 per Common Share will be paid. The Rolling Shareholders which include the Company’s largest shareholder, Trunkeast Investments Canada Limited, its affiliates and members of senior management will exchange their Common Shares for an equal number of common shares in the capital of TTNM Management Acquisition Limited. Following closing of the Transaction, the Common Shares are expected to be delisted from the TSX and the Company is expected to submit an application to cease being a reporting issuer under applicable Canadian securities laws. In case of termination of transaction, seller will pay a termination fee of CAD 2 million.
The transaction is subject to approval of merger agreement by target board, approval of offer by target shareholders, subject to court approval, and receipt of regulatory approvals, including under the Competition Act (Canada) and the Canada Transportation Act. The Board of Directors of Titanium Transportation Group Inc. formed a special committee for the transaction. The deal has been unanimously approved by the board. Titanium Transportation special committee of independent directors recommended shareholders to approve the transaction. The Company expects to hold the Meeting to consider and vote on the Transaction in March 2026. If approved at the Meeting, the Transaction is expected to close shortly. As of February 4, 2026, an advance ruling certificate (ARC) was issued on behalf of the Commissioner of Competition under Section 102 of the Competition Act (Canada) (the “Competition Act”), which satisfies the Competition Act condition required under the Arrangement Agreement. The anticipated hearing date for the application for the final order of the Court (the “Final Order”) is March 18, 2026. Subject to obtaining the required approval of Shareholders at the Meeting, the Final Order and the satisfaction or waiver of the other conditions to implementing the Transaction as set out in the Arrangement Agreement, the Transaction is expected to close in late March 2026. As of March 2, 2026, independent proxy advisory firms, including Institutional Shareholder Services, have recommended that shareholders of Titanium vote FOR a special resolution to approve the transaction. The arrangement resolution will be considered for approval at a special meeting of the shareholders of Titanium to be held on March 10, 2026. As of March 10, 2026 the transaction has been approved by Titanium shareholders. The transaction is expected to become effective before the end of March 2026, subject to, among other things, Titanium obtaining a final order from the Ontario Superior Court of Justice in respect of the Transaction and the satisfaction or waiver of certain other customary closing conditions.
Allan J. Ritchie and Matthew Grant of Loopstra Nixon LLP acted as legal advisor for TTNM Management Acquisition Limited. Jonathan Tong and Florind Polo of Miller Thomson LLP acted as legal advisor for Titanium Transportation Group Inc. Brad Ross and Emily Hamovitch of Goodmans LLP acted as legal advisor to the Special Committee of Titanium Transportation Group Inc. National Bank of Canada Financial Markets acted as financial advisor and provided a fairness opinion to the Special Committee of Titanium Transportation Group Inc. Laurel Hill Advisory acted as an information agent to Titanium Transportation Group. National Bank Financial, Inc. acted as fairness opinion provider for Titanium Transportation Group Inc. TSX Trust Company acted as depository bank for Titanium Transportation Group Inc.
TTNM Management Acquisition Limited, Trunkeast Investment Canada Limited, Ted Daniel, Lu Galasso, Alex Fu, De Zen Family, and others completed the acquisition of Titanium Transportation Group Inc. (TSX:TTNM) from a group of shareholders on March 31, 2026.
The Transaction was approved by the Ontario Superior Court of Justice (Commercial List) on March 18, 2026.