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Business News/ Companies / News/  Cooper not yet entitled to $35 per share from Apollo: court
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Cooper not yet entitled to $35 per share from Apollo: court

Judge says Cooper has failed to demonstrate present entitlement to specific performance; Apollo shares rise

Cooper’s options include agreeing to a lower price that would accommodate Apollo. Options for Apollo include paying a $112.5 million ‘‘reverse breakup fee to walk away, according to Cooper’s complaint. Photo: Bloomberg Premium
Cooper’s options include agreeing to a lower price that would accommodate Apollo. Options for Apollo include paying a $112.5 million ‘‘reverse breakup fee to walk away, according to Cooper’s complaint. Photo: Bloomberg

Wilmington, Delaware:Cooper Tire and Rubber Co. isn’t yet entitled to an order forcing Apollo Tyres Ltd to pay a contractually agreed $35 a share for the company, a judge said in a weekend letter to lawyers.

“Cooper must prove it had satisfied all the conditions of the $2.5 billion buyout agreement and whether it did so remains unresolved in litigation," Delaware Chancery Court Judge Sam Glasscock III wrote in a 9 November clarification letter to lawyers.

Cooper has failed to demonstrate a present entitlement to specific performance, the judge wrote, referring to the $35-a- share payment.

After a three-day trial and closing arguments, Glasscock issued a preliminary ruling from the bench on 8 November, rejecting Cooper’s contention that Apollo delayed negotiations with Cooper’s United Steelworkers’ union and breached the agreement by acting in bad faith.

Shares of Apollo Tyres rose as much as 5.65% on Monday after the development in the case.

Cooper, based in Findlay, Ohio, sued Gurgaon, India-based Apollo after Apollo failed to complete the buyout by an 4 October deadline and suggested the stock might we worth as much as $9 a share less. Cooper shares fell more than 11% to $23.82 in 8 November trading.

Another point of contention, Glasscock wrote, is whether Cooper can comply with a request that it provide third-quarter company financial results by 14 November, to satisfy Apollo’s lenders.

China complications

Cooper’s China venture, called Cooper Chengshan (Shandong) Tire Co., operates the company’s biggest manufacturing site, according to its union.

Workers there stopped producing Cooper tires 13 July to protest the Apollo deal.

“Cooper is unlikely to be able to provide those financials due to the physical seizure of a Cooper subsidiary in China by a minority partner," Glasscock wrote.

He added that if timely reporting of the third-quarter financials is completed, Cooper’s request for ‘‘specific performance will remain viable."

Cooper Chengshan, a joint venture between Cooper Tire and Chengshan Group (China) founded in 2006 in the eastern Chinese city of Rongcheng, has more than 5,000 workers and the capacity to produce 15 million tires a year, according to its website.

The judge has said he’d try to release a fuller ruling on issues in the lawsuit within a few days.

Cooper’s options include agreeing to a lower price that would accommodate Apollo. Options for Apollo include paying a $112.5 million ‘‘reverse breakup fee to walk away, according to Cooper’s complaint.

At 10:56am, Apollo shares were up 4.6% at 74.90. They have fallen more than 20% since the deal with Cooper Tire was announced on 12 June. Bloomberg

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Published: 11 Nov 2013, 09:09 AM IST
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