Apollo states that it remains committed to closing the Cooper merger, which it values for its synergies, but also states that without a price cut it may no longer be able to justify the merger.
Cooper filed a complaint in Delaware Court of Chancery earlier this month claiming Apollo was dragging its feet in order to let the financing commitments for the $35 per share deal expire at the end of the year. It claimed that Apollo was holding up negotiations with the United Steelworkers union and holding back on the financing.
Apollo, in its counterclaims says it continues to negotiate in good faith with the USW and is open to compromises. It also claims that Cooper's troubled relationship with the union and behind the scenes suggestions that the union should seek greater concessions have obstructed the process. Apollo states that renegotiation of the deal price is not a precondition to negotiations or and agreement with the USW, but that any economically significant concessions may not be feasible for Apollo or financing sources without appropriate changes to the economic terms of the merger.
Although in a statement Oct. 6 Apollo said Cooper has acknowledged that some price reduction is warranted, Cooper's position has been that no price cut is warranted.
Apollo claims that Cooper is not in compliance with the terms of the merger agreement because it has not been able to provide required information that is compliant through a 20-business-day marketing period for the debt. The parties are in dispute over whether that marketing period has begun or not, a disagreement that largely turns on the provision of that required information.