TTGH .30 +.18.
Anyone else still follow this? I think there used to be a few. Despite the big gain today, it may bear watching.
They are acquiring a much larger company. It's kind of a strange acquisition with a different type of business. Not really sure how it works out.
However, the revenues and the income of the acquired business will make the entity worth about 200 million dollars. Currently, I believe there are about 35 million shares fully diluted. The terms are not fully spelled out but I figure the worst case might be about another 100 million shares or so.
That gives you a potential share price of at least $1.50.
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Ventures-National Inc. dba Titan General Holdings Announces Material Agreement with Farwell Equity Partners, LLC, and Oblio Telecom, LLP; Agreement Contemplates Stock for Stock Acquisition of Oblio Telecom, Inc.
Business Wire - July 29, 2005 12:09
FREMONT, Calif., Jul 29, 2005 (BUSINESS WIRE) -- David Marks, chairman, Ventures-National Inc. dba Titan General Holdings Inc. ("Titan") (OTCBB:TTGH) today announced that on July 28, 2005, Farwell Equity Partners, LLC, a Delaware limited liability company ("Farwell") entered into an Asset Purchase Agreement (the "Agreement") with Oblio Telecom, Inc. ("Acquisition Sub"), a wholly owned subsidiary of Farwell, Oblio Telecom, LLP, a Texas limited liability partnership ("Oblio"), and Sammy Jibrin and Radu Achiriloaie, the sole owners of Oblio. David Marks, Titan's Chairman, is the managing member of Farwell.
The Agreement provides for the acquisition by Acquisition Sub of substantially all of Oblio's assets for total consideration of $30,500,000. Titan is a party as to certain specific provisions of the Agreement, primarily relating to the consideration payable to Oblio, including the issuance of 150,000 shares of the Titan's common stock (the "Common Stock"), the issuance of shares of Common Stock upon conversion of preferred stock of Acquisition Sub to be issued at the closing and the guaranty of Acquisition Sub's promissory note in the principal amount of $2,500,000 issuable to Oblio.
Titan lacks the financial wherewithal to complete this acquisition on its own. It is anticipated that the cash portion of the consideration payable under the Agreement will be financed by a combination of equity provided by Farwell and conventional debt from a revolving credit facility and term loans. The terms of such equity and debt financing arrangements are currently being negotiated between Farwell, Titan, and third parties. These financing arrangements and this acquisition will include the issuance of Common Stock and dilution to current shareholders. There can be no assurance that such financing arrangements will be finalized in a timely fashion or on terms acceptable to Farwell and Titan. If the parties are unable to agree on final terms, the transactions contemplated under the Agreement will not be completed.
Oblio is engaged in the creation, marketing, and distribution of prepaid telephone products for the wire line and wireless markets and other related activities. For the fiscal years ended December 31, 2004 and 2003, Oblio generated revenues of approximately $146,873,000 and $163,662,000, respectively. Its net income for those periods was $10,588,567 and $13,625,408, respectively.
The Agreement contemplates that at the closing of the acquisition, expected to take place on August 10, 2005, Farwell will convey 100% of the ownership interest in Acquisition Sub to Titan in exchange for the issuance of Common Stock by Titan.
"My team and I have worked hard for many months to find the right strategic acquisition for Titan that fits synergistically, reflects a solid value for our shareholders, and provides Titan with greater scale. The Oblio acquisition achieves all of these goals. Sammy Jibrin and Radu Achiriloaie, Oblio's owners, have been highly successful and will continue with us after the acquisition in similar roles. Together we plan to build the Oblio unit and exploit opportunities to use the electronic R&D prowess of Titan to help Oblio expand its products and revenue through its established distribution channels," said David Marks, Titan chairman. "While we are very excited by these developments, we have much to do in order to complete the acquisition, including completion of our equity and debt financing arrangements. We have and will work hard to bring it to a successful conclusion." |
