Apollo-Cooper Update: Cooper Files Supreme Court Appeal But Not 3Q Financials - Tire Review Magazine

Apollo-Cooper Update: Cooper Files Supreme Court Appeal But Not 3Q Financials

Even as both sides were awaiting the rest of Judge Sam Glasscock III’s ruling on the case, Cooper Tire & Rubber Co. filed a formal appeal of the judge’s partial ruing to the Delaware Supreme Court.

Cooper is seeking an expedited ruling from the state supreme court, certainly prior to the Dec. 31 expiration of its acquisition agreement with Apollo Tyre. Cooper had also sought an expedited hearing on its Oct. 4 suit against Apollo in Delaware Chancery Court, which was heard by Glasscock over Nov. 5-7.

Meanwhile, the key element to completing any sale deal remains elusive as Cooper has now formally requested an extension from the U.S. Securities and Exchange Commission regarding its third quarter 2013 financial reports.

The Nov. 12 filing does little to raise hopes that the company can provide Apollo creditors with financial information for the quarter to Sept. 30, 2013, by tomorrow, as required in order for Cooper not to breach its merger agreement.

At press time this morning, Apollo offered no comment on Cooper’s appeal or its SEC extension filing.

Glasscock ruled on Nov. 8 that Apollo did not breach terms of its $2.5 billion deal to buy Cooper, and had not been suffering from “buyer’s remorse” as the reason why it had not year closed its deal to buy Cooper for $35 per share. The judge noted that his was a partial ruling, and the remainder of his decision is expected this week.

In a statement issued yesterday, Cooper said: “Cooper believes that, with all due respect to the Vice Chancellor and the Court (Judge Glasscock), the Nov. 8 ruling misconstrues the contract between Cooper and Apollo. We are seeking a reversal of the ruling from the Delaware Supreme Court.

“While we dispute the Nov. 8 decision and points expressed in the Vice Chancellor’s Nov. 9 clarification letter, we are pleased it was confirmed that Apollo remains required to use its best efforts to reach an agreement with the United Steelworkers (USW). Cooper will continue to work toward closing the transaction that both parties agreed to on June 12, 2013.

“Cooper entered into the agreement with Apollo from a position of strength. Our company generated record sales and earnings in 2012 and continued to perform well with record earnings in Q1 and operating profit that was up in the first six months of 2013 compared to the prior year. Our joint venture in China was performing well with no labor or other unrest. We were not looking to be acquired, but our operating performance and growth-oriented strategic plan for the future attracted Apollo to Cooper.

“There is one point on which all parties agree – it was the merger agreement itself that caused the issue with our Cooper Chengshan Tire joint venture in China. Absent the agreement, CCT would have continued in full operation, performing well and making an important contribution to Cooper’s results…Overall, Cooper believes it has met its conditions for closing and we believe that the best way forward starts with Apollo advancing the agreement with the USW that is currently on the table.”

Meanwhile, Cooper’s SEC filing states that “following the announcement of the merger, the production employees at the company’s joint venture, Cooper Chengshan (Shandong) Tire Company Ltd., in Rongcheng, China went on strike, demanding termination of the merger. On Aug. 17, those employees returned to work on a limited basis to manufacture only non-Cooper branded products, but have taken other disruptive actions, including denying access to certain representatives of the company and withholding certain business and financial information.”

Cooper reported that as of Nov. 12, it “has not been able to obtain this business and financial information from the joint-venture in a sufficient manner to complete the Form 10-Q for the quarter ended Sept. 30, 2013.” Therefore, the company is “currently evaluating its options for resolving this matter” and says that until it obtains satisfactory information from the joint-venture, it will not be able to file the Form 10-Q. Cooper says it “expects to file the Form 10-Q as soon as practicable after the information is obtained,” however no likely date for this was given.

You May Also Like

RNR Tire Express to give away NASCAR tickets for Father’s Day promotion

The RNR team will be taking submissions until midnight on Sunday, June 16.

RNR Tire Express

For this year's Father's Day promotion, RNR Tire Express is offering one dad and his family an all-expenses paid trip to a NASCAR race that includes "premium" tickets, pit passes, travel accommodations, a driver meet-and-greet with photos, food, drinks and more.

This year’s giveaway will feature all 195 franchise locations across the country. To submit a nomination, visit the Father’s Day in the Fast Lane Giveaway website, where the RNR team will take submissions until midnight on Sunday, June 16, with the grand prize recipient named the following day.

CMA, Double Coin launch dealer portal

This platform provides real-time information and navigation tools for CMA customers to access information and place orders.

Goodyear names Nicole Gray SVP and chief HR officer

The company also announced Gary VanderLind, senior VP and chief human resources officer, will retire July 1.

Former Firestone executive and grandson of Harvey S. Firestone dies in Maryland

Following service in the U. S. Army, Kimball Firestone joined The Firestone Tire & Rubber Company in 1964 in Akron.

Continental Tire to rebate customers up to $200 on qualifying tires

Qualifying tires include the ExtremeContact Sport02, ExtremeContact DWS06 Plus and more all-season touring tires.

Other Posts

Over half of drivers say they would delay driving in bad weather

Driving in bad weather is the top challenge for drivers (25%), followed by driving in unfamiliar places (17%) and changing a flat tire (15%).

Schaeffler launches Fun-in-the Sun 10K follower Facebook giveaway

The Fun-in-the-Sun promotional giveaway items include a Weber Grilling Kit, Yeti cooler, JBL speaker and Ray-Ban Aviators.

Michelin North America names Matthew Cabe as new president, CEO

He succeeds Alexis Garcin, whose next position within Michelin will be announced later.

Schaeffler releases TorCon 6L80 Torque Converter

The TorCon 6L80 (TC0017 24247371) is compatible with 2007-2020 GM trucks, vans and SUVs with a 5.3L, with a current VIO of 6,211,856.