Independent Proxy Advisory Firms Recommend Titanium Shareholders Vote "FOR" the Previously-Announced Going-Private Transaction
- Shareholders are encouraged to vote well in advance of the proxy voting deadline of Friday, March 6, 2026 at 9:00 a.m. (Toronto time).
- Titanium’s board of directors (with interested directors abstaining from voting) unanimously recommends that Shareholders vote FOR the Arrangement Resolution.
- Shareholders who have questions or need assistance voting their Common Shares should contact the Company’s proxy solicitation agent, Laurel Hill Advisory Group, by calling or texting “INFO” to 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (outside North America), or by email at assistance@laurelhill.com.
BOLTON, Ontario, March 02, 2026 (GLOBE NEWSWIRE) -- Titanium Transportation Group Inc. (“Titanium” or the “Company”) (TSX: TTNM, OTCQX: TTNMF), a provider of transportation and logistics services throughout North America, is pleased to announce that independent proxy advisory firms, including Institutional Shareholder Services (“ISS”), have recommended that holders (the “Shareholders”) of common shares in the capital of Titanium (the “Common Shares”) vote FOR a special resolution (the “Arrangement Resolution”) to approve the previously-announced plan of arrangement (the “Transaction”), pursuant to which TTNM Management Acquisition Limited (the “Purchaser”) will acquire all of the issued and outstanding Common Shares, other than the Common Shares owned by the Rollover Shareholders (as defined in the Company’s management information circular dated February 4, 2026 (the “Circular”)), for cash consideration of $2.22 per Common Share (the “Consideration”), subject to customary closing conditions.
The Arrangement Resolution will be considered for approval at a special meeting of Shareholders to be held on March 10, 2026 (the “Meeting”).
ISS Recommendation
In making its recommendation that the Shareholders vote FOR the Arrangement Resolution, ISS noted:
“The transaction makes strategic sense due to the certain liquidity provided by the premium cash consideration as well as the non-approval risk….the current offer appears to provide a reasonable outcome compared to available and likely alternatives given [the] company's current share ownership structure.”
ISS is a leading independent proxy voting and corporate governance advisory firm whose shareholder voting recommendations and analysis are subscribed to, and are relied upon, by many pension funds, investment managers, mutual funds and other institutional shareholders.
Board and Special Committee Recommendation
Both the special committee of independent directors of Titanium (the “Special Committee”) and the Company’s board of directors (the “Board”) (with interested directors abstaining from voting) unanimously determined, after receiving legal and financial advice, that the Transaction is in the best interests of Titanium and that the Consideration to be received by Shareholders (other than Rollover Shareholders) is fair, from a financial point of view, to such Shareholders. Accordingly, the Board, upon the unanimous recommendation of the Special Committee, unanimously recommends that the Shareholders vote FOR the Arrangement Resolution.
A description of the reasons and factors considered by the Special Committee and the Board in reaching their recommendation is set forth in the Circular under the heading “The Arrangement – Reasons for the Arrangement”.
Meeting and Voting Details
The Meeting will be held in person on Tuesday, March 10, 2026 at 9:00 a.m. (Toronto time) at the offices of Miller Thomson LLP at Scotia Plaza, 40 King Street West, Suite 6600, Toronto, Ontario, M5H 3S1. The Circular and related Meeting materials, which were filed on February 13, 2026 and provide additional information about the Transaction and how Shareholders can vote their Common Shares, are accessible online under Titanium’s issuer profile on SEDAR+ at www.sedarplus.ca and on the Company's website at https://www.ttgi.com/specialmeeting. If you were a Shareholder of record on January 30, 2026, you are eligible to vote today.
ACT NOW AND VOTE TODAY. Shareholders are encouraged to read the Circular, deposit their proxies and vote FOR the Arrangement Resolution ahead of the proxy deadline of Friday, March 6th, 2026 at 9:00 a.m. (Toronto time).
Shareholder Questions and Voting Assistance
If you have any questions or require more information on how to vote, please contact Titanium’s proxy solicitation agent and shareholder communications advisor:
Laurel Hill Advisory Group
Toll-Free: 1-877-452-7184 (for Shareholders in North America)
International: 1-416-304-0211 (for Shareholders outside North America)
Text Message: Text “INFO” to 416-304-0211 or 1-877-452-7184
By Email: assistance@laurelhill.com
Rollover Shareholders
Titanium also announced today that, since the mailing of the Circular, certain employees of Titanium holding an aggregate of 1,249,350 Common Shares have agreed to effectively roll over all or part of their Common Shares in exchange for common shares in the capital of the Purchaser. As disclosed in the Circular, these Common Shares, together with the Common Shares beneficially owned by the other Rollover Shareholders and Marylin Daniel (Chief Operating Officer of Titanium), will be excluded for purposes of the “minority approval” vote on the Arrangement Resolution required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Accordingly, an aggregate of 24,843,933 Common Shares, collectively representing approximately 53.24% of the 46,660,142 Common Shares entitled to be voted at the Meeting, will be excluded for the purposes of the “minority approval” vote.
About Titanium
Titanium is a leading North American transportation company with asset-based trucking operations and logistics brokerages servicing Canada and the United States, with approximately 775 power units, 2,800 trailers and 1,300 employees and independent owner operators. Titanium provides truckload, dedicated, and cross-border trucking services, logistics, and warehousing and distribution to over 1,000 customers. Titanium has established both asset-based and brokerage operations in Canada and the U.S. with eighteen (18) locations. Titanium is a recognized purchaser of asset-based trucking companies, having completed thirteen (13) transactions since 2011. Titanium ranked among the top 500 companies in the inaugural Financial Times Americas’ Fastest Growing Companies in 2020. The Company was ranked by Canadian Business as one of Canada's Fastest Growing Companies for eleven (11) consecutive years. For four (4) consecutive years, Titanium has also been ranked one of Canada’s Top Growing Companies by the Globe and Mail’s Report on Business of Canada. Titanium is listed on the TSX under the symbol “TTNM” and “TTNMF” on the OTCQX.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking statements are provided for the purposes of assisting the reader in understanding Titanium's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information may relate to Titanium's future outlook and anticipated events, and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes and plans and objectives of or involving Titanium. Particularly, forward-looking information includes, but is not limited to, statements with respect to the Transaction, including the expected timing of the Transaction and the Meeting, closing and various other steps to be completed in connection with the Transaction, the performance, achievements, prospects or opportunities for Titanium or the industry in which it operates, and other statements that are not historical facts. In some cases, forward-looking information can be identified by terms such as “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “seek”, “aim”, “estimate”, “target”, “project”, “predict”, “forecast”, “potential”, “continue”, “likely”, “schedule”, or the negative thereof or other similar expressions concerning matters that are not historical facts. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances.
A variety of factors, many of which are beyond the Company’s control, affect the operations, performance, achievements and results of the Company and its business, and could cause actual results, including those relating to the Transaction, as well as the Company’s ability to advance its objectives and strategic priorities, to differ materially from current expectations of estimated or anticipated events or results. Such information is based on numerous assumptions, including assumptions regarding the ability to complete the Transaction on the contemplated terms or at all, that the conditions precedent to closing of the Transaction can be satisfied, and assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company operates.
Although the Company believes that the forward-looking information in this press release is based on information and assumptions that are current, reasonable and complete, this information is by its nature subject to a number of factors, many of which are beyond the Company's control, that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking information, including, without limitation, the following factors, the effects of which can be difficult to predict: (a) the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required Shareholder and court approvals or satisfy other conditions of closing necessary to complete the Transaction or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; (c) risks relating to the retention of key personnel during the interim period; (d) the possibility of litigation relating to the Transaction; (e) risks related to the diversion of management's attention from the Company's ongoing business operations; and (f) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Transaction. The Company cautions that the foregoing list is not exhaustive of all possible factors that could impact the Company's results.
The forward-looking statements made in this press release are dated, and relate only to events or information, as of the date of this press release. Except as specifically required by law, Titanium undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.
Contact Information
Titanium Transportation Group Inc.
Ted Daniel, CPA, CA
Chief Executive Officer
(905) 266-3011
ted.daniel@ttgi.com
www.ttgi.com
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