Cooper suffers legal setback in Apollo deal

12/18/2013

FINDLAY — Cooper Tire & Rubber Co.’s efforts to force India’s Apollo Tyres Ltd. to complete its proposed acquisition of the U.S. company for $2.3 billion received another legal setback, paving the way for the Indian company to walk away from the deal.

The Delaware Supreme Court on Monday dismissed Cooper’s appeal of an earlier lower court ruling that said Apollo was meeting its obligations to reach new contract terms with unions at Cooper plants in Ohio and Texas.

With the latest court ruling, which came three days before it was due to be delivered, the Findlay-based tire maker has only a slim chance to keep Apollo from walking away from the long-pending and contentious deal.

Apollo, which would become the world’s seventh-biggest tire maker if the deal is completed, wants to pay less than the $35 per share agreed in June because of demands by unions at Cooper plants and disruptions at Cooper’s venture in China.

Cooper wanted the Delaware Supreme Court to overturn a ruling by a judge on the lower Court of Chancery who found last month that Apollo had not breached its obligations under the terms of the deal.

“We are pleased by the decision of the Delaware Supreme Court ..., which did more than dismiss Cooper’s appeal; the court decided the appeal was improvidently granted in the first place,” Apollo said in a statement Tuesday.

“Cooper’s litigation strategy to date has done nothing but generate unnecessary cost for its shareholders and for Apollo, and compound the obstacles that Cooper’s situation has created for this merger,” the Indian company said.

Apollo, which is seeking to cut its dependence on domestic sales through the Cooper acquisition, said it continued to believe in the merits of the merger and that it was “committed to finding a sensible way forward, if possible.”

Cooper said that the Supreme Court verdict was a “procedural ruling” that returned the case back to the Delaware Chancery court.

“Both Cooper and Apollo will return to the Chancery Court for resolution of the remaining issues in the case,” the company said in a statement issued to Reuters on Tuesday.

“Cooper believes Apollo has breached the merger agreement, and we will continue to pursue our legal options as we work to protect the interests of our company and our stockholders.”

A new ruling would have to be issued by Dec. 31, when the merger agreement allows Apollo to walk away.

The Indian company now has the option of walking away from the deal or renegotiating the transaction terms with Cooper if the U.S. company agrees to such a move, two sources with knowledge of the process said.