Carlisle Companies To Acquire Titan International, Inc.

SYRACUSE, N.Y.--(BUSINESS WIRE)--Aug. 4, 1999--

Carlisle Companies Incorporated (NYSE:CSL) and Titan International, Inc. (NYSE:TWI) jointly announced today that the two companies have entered into a letter of intent providing for the merger of Titan into Carlisle Companies in a transaction valued at approximately $600 million including the assumption of debt.

Upon consummation of the merger, each share of Titan's common stock issued and outstanding immediately prior to the merger will be converted into the right to receive the fraction of one share of Carlisle's common stock equal to the quotient obtained by dividing (i) $17 by (ii) the average of the closing price per share of Carlisle's common stock on the New York Stock Exchange on each of the 15 consecutive trading days immediately preceding the second trading day prior to the actual date of the special meeting of Carlisle's stockholders with respect to the transactions contemplated by the merger, subject to a maximum and minimum exchange ratio of .3652 and .3242, respectively. The letter of intent has been approved by the Board of Directors of Titan.

In connection with the execution of the letter of intent, certain of Titan's stockholders, holding in the aggregate approximately 37% of Titan's outstanding common stock, have entered into voting agreements with Carlisle pursuant to which such stockholders have agreed to vote their shares of Titan's common stock in favor of the proposed merger.

The proposed merger is conditioned upon execution and delivery of a definitive merger agreement, completion of due diligence, approval by the Boards of Directors and the stockholders of both Carlisle and Titan of the proposed merger and the definitive merger agreement, procurement of applicable regulatory approval, the proposed merger qualifying as a "pooling-of-interest" transaction, and other customary conditions to closing and may be terminated under certain circumstances. Titan has agreed not to solicit competing offers for a period of 45 days and to pay a termination fee of $20,000,000 under certain circumstances.

Maurice M. Taylor, Jr., Titan's President and CEO, said, "This merger is a great opportunity for both Carlisle and Titan. Carlisle is a well-established company and Titan is a young aggressive company whose new LSW technology in the off-highway wheel and tire business is, I believe, ready to take the market by storm. As the largest individual investor in Titan, there comes a time to look at the big picture and this merger is a better way to advance Titan's goals and to strengthen its outlook for the future. My experience is primarily in engineering and sales. Steve Munn is much stronger in the financial area than I am, and he's also one heck of a salesman. Together we should be quite a team in the industry."

Stephen P. Munn, Carlisle's Chairman and CEO, said, "This merger is a unique opportunity for our two companies to bring outstanding technology, a more favorable cost basis, a broader product line, and a more enhanced global presence with better service to the customer base within the tire and wheel industry. We are most enthusiastic about this transaction and excited about the future opportunities."

Carlisle is a diversified manufacturer of products serving four major markets: construction materials, automotive components, industrial components and general industry.

Titan International is a leading global manufacturer of wheel and tire assemblies serving the agricultural, construction and consumer markets. Titan has manufacturing and distribution facilities throughout the United States, Europe and South America.