Cooper Tire and Rubber Co. has reached an agreement with its Chinese partner and the labor union representing its Chinese employees to resume regular financial reporting and determine the future ownership of its Chinese plant.
The agreement between Cooper, Chengshan Group Co. Ltd. and the CCT labor union begins with engaging an independent valuation firm to determine the fair market value of CCT.
Once a valuation is established:
* Chengshan will have the first option to either purchase Cooper’s 65% interest or to sell its 35% interest to Cooper, making CCT a wholly-owned subsidiary of Cooper;
* if Chengshan determines not to exercise either of these options, Cooper has the right under the agreement to purchase Chengshan’s 35% interest; and
* in the event that neither party elects to purchase the others’ interest, the agreement allows for continuation of the joint venture as currently structured.
“The agreement achieves important near-term goals,” Cooper Chairman, Chief Executive Officer and President Roy Armes told investors in a webcast. “It puts Cooper in a position to resume and sustain regular financial reporting. It resolves the disputes related to CCT. It returns CCT to normal operations on a sustainable basis, and it provides a secure supply of product from CCT to our customers.”
The disputes with CCT included work stoppages, seizure of company property, halting production of Cooper brand tires and refusal to provide operational and financial data to Cooper.
“Longer term, this agreement establishes a path forward and a framework of options to determine the future of ownership of CCT based on a fair market value for the business as determined by an independent valuation firm,” said Armes.
Cooper Vice President, Chief Financial Officer and Treasurer Brad Hughes said the process will begin with engaging an independent valuation firm acceptable to both parties.
The goal is to complete the valuation within 60 days after the firm is selected or Cooper has filed 2013 financials. The company expects to report 3rd quarter results by early March and 4th quarter and full-year earnings by mid to late March.
Once a valuation is set, Chenseng has 45 days to buy Cooper’s 65% stake in CCT and become full owner; sell its 35% stake to Cooper; or decide not to take action. If CCT does not take action, Cooper can buy Chenseng’s 35% stake in CCT.
If neither party buys the other, the joint venture partnership continues under its existing ownership structure.
The agreement sets a floor value of $435 million for the total business. The price of the options will be based on the higher of the floor amount or the value determined by the independent valuation firm.
Armes said the CCT joint venture facility produces ten million PCR and TBR tires annually. Cooper’s Roadmaster TBR tires are manufactured at CCT and sold primarily in the United States and other select geographies.
The webcast did not take live calls. An archive of the webcast will be available for 30 days at http://www.media-server.com/m/p/yp9skj78 or at the company’s investor relations website at http://coopertire.com/investors.aspx.
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