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.
“Overall, Cooper believes it has met its conditions for closing and we believe that the best way forward starts with Apollo advancing the agreement with the USW that is currently on the table.”About Cooper Tire & Rubber Company Cooper Tire & Rubber Company is the parent company of a global family of companies that specialize in the design, manufacture, marketing, and sales of passenger car and light truck tires. Cooper has joint ventures, affiliates and subsidiaries that also specialize in medium truck, motorcycle and racing tires. Cooper's headquarters is in Findlay, Ohio, with manufacturing, sales, distribution, technical and design facilities within its family of companies located in 11 countries around the world. For more information on Cooper Tire, visit www.coopertire.com, www.facebook.com/coopertire or www.twitter.com/coopertire. FORWARD-LOOKING STATEMENTS This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are not based on historical facts but instead reflect Cooper’s expectations, estimates or projections concerning future results or events. These statements generally can be identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “project,” “may,” “could,” “intend,” “intent,” “belief,” “estimate,” “plan,” “likely,” “will,” “should” or similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those expressed or indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances.
Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation: uncertainties associated with the proposed acquisition of Cooper by Apollo, including uncertainties relating to the ability to complete the transaction for any reason, including, without limitation, the outcome of Cooper’s pending litigation against Apollo and the inability of Cooper or Apollo to enter into agreements with the United Steelworkers consistent with the previously announced arbitration decision regarding the local unions at the Findlay, Ohio and Texarkana, Arkansas plants. This list of factors is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.