Cooper will pursue damages against Apollo

Dec. 30, 2013

Cooper Tire & Rubber Co. said it will pursue damages against Apollo Tyres Ltd. in a webcast following the announcement of its decision to terminate the merger agreement. The company answered questions previously submitted by investors, including whether litigation could have been avoided if the price per share had been reduced.

Cooper Chairman, CEO and President Roy Armes said he wanted to “set the record straight” on whether the litigation with Apollo and subsequent termination of the deal could have been avoided if a reduced price were negotiated between Cooper and Apollo.

“Cooper never received a proposal from Apollo to reduce the share price that included committed financing or that did not come with unreasonable risks for our company and our stockholders.”

Armes said addressing the situation at Cooper Chengshan Tire (CCT) in China is the company’s top priority in the near term. CCT opposes the merger agreement and filed a lawsuit against Cooper to dissolve their joint venture.

Vice President, Chief Financial Officer and Treasurer Brad Hughes responded to questions most commonly asked by investors in recent weeks. The webcast did not take live calls.

Q: What is Cooper’s plan to resolve the issues with CCT, when will CCT return to normal and when will start filing financials again?

As Roy mentioned, addressing the issues at CCT is our top priority right now. The challenges there were driven by the merger agreement, and with the agreement now terminated we are hopeful that our work to restore normal operations, including obtaining the information needed for Cooper to resume regular financial reporting as soon as possible will be more effective. Our efforts in this regard our multifaceted. We will not provide detail today on these efforts because doing so could jeopardize our work as we pursue a solution. At present, we cannot tell you when the situation will be resolved or when we will resume normal reporting. We can tell you it is our top priority right now.

Q: Will Cooper continue to pursue the litigation before the Delaware Chancery Court? Is Cooper pursuing damages?

A: We believe Apollo has breached the merger agreement and given this, we will continue to pursue the appropriate legal steps to protect the interests of our company and our stockholders. This includes pursuing damages. Having said this, these legal actions did not prevent us from actively engaging and negotiating with Apollo to work things out and close the deal. We’ve had countless meetings and conversations with Apollo up until very recently. These efforts did not come to fruition and it’s time to move forward and focus on building our business.

Q: What issues remain to be decided by the Delaware Chancery Court?

A: Following the Delaware Supreme Court’s decision to not hear our interlocutory appeal, both Cooper and Apollo will return to the  Chancery Court for resolution of the remaining issues, which include:

* whether Apollo used its reasonable best efforts to reach an agreement with the United Steelworkers. This includes the period following the Nov. 8 court instruction that Apollo may not condition a USW agreement on a price reduction:

* whether Apollo should have signed a tentative agreement Cooper reached with the USW which the local unions have since ratified or;

* whether other conditions to closing were met and whether the debt marketing period under the merger agreement has begun and ended.

Q: Do you owe Apollo the $50 million termination fee or are you owed the reverse termination fee of $112.5 million from Apollo?

A: Cooper does not believe the $50 million termination fee applies. As to the $112.5 million reverse termination fee from Apollo, Cooper is pursuing this and other possible damages. Final resolution will be determined by the court.

For other questions and responses discussed during the webcast, visit the company’s website.

To read Cooper’s announcement, see Cooper terminates Apollo merger agreement.

Cooper/Apollo timeline:

Cooper/Apollo merger timeline:

October 2012: Apollo Tyres Ltd. and Cooper Tire & Rubber Co. begin talks about a possible merger.

June 12, 2013: Cooper accepts Apollo's offer of $2.5 billion for the company.

June 13: Apollo tells its U.S. dealers that it desires Cooper to gain more marketshare in the United States, Europe, and China.

July 1: Roy Armes, chairman, CEO and president of Cooper Tire, tells MTD that Cooper was not looking to sell the company to Apollo Tyres Ltd., but that's what happened

Sept. 13: An arbitrator issues a ruling that blocks the sale of Cooper to Apollo following grievances filed by the United Steelworkers (USW) union and puts the sale on hold until Apollo and the USW can reach collective bargaining agreements.

Oct. 4: Cooper sues Apollo to close the transaction promptly.

Oct. 10: The Delaware Chancery Court grants Cooper's request for an expedited hearing.

Oct. 15: Apollo countersues Cooper, claiming Cooper did not provide required information to expedite the deal.

Nov. 8: The court rules that Apollo was not in breach of its merger agreement with Cooper.

Nov. 12: Cooper appeals the Nov. 8 court ruling.

Nov. 15: The court agrees to expedite Cooper’s appeal.

Dec. 17: The Delaware Supreme Court dismisses Cooper's appeal of the lower court’s ruling on whether Apollo used best efforts to reach an agreement with the USW.

Dec. 30: Cooper terminates Apollo merger agreement.