Cooper Tire & Rubber Company (NYSE: CTB) today filed with the Delaware Supreme Court an appeal of the partial ruling rendered November 8, 2013 by Delaware Chancery Court Vice Chancellor Sam Glasscock, III, in the case Cooper filed against Apollo Tyres (NSE: ApolloTYRE) on October 4, 2013.
Cooper asked the Delaware Supreme Court to rule on its appeal on an expedited basis—prior to December 31, 2013, the date through which its merger agreement with Apollo remains in effect. Until that date, according to the November 8 partial ruling, both Cooper and Apollo are required to continue to perform their obligations under the merger agreement.
Cooper issued the following statement:
“Cooper believes that, with all due respect to the Vice Chancellor and the Court, the November 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 November 8 decision and points expressed in the Vice Chancellor’s November 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 CCT 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. Cooper’s highly respected brands, award-winning products, reputation for quality and customer service, and strong global footprint in the largest tire market of North America as well as the fastest growing market of China, makes our future one of opportunity.