Hagens Berman Sobol Shapiro LLP, a national investor-rights law firm representing investors, reminds purchasers of Cooper Rubber & Tire Company (“Cooper” or the “Company”) (NYSE:CTB) it is investigating CTB’s terminated merger following the filing of a securities class-action lawsuit claiming the Company and its officers caused significant financial losses to stockholders by withholding risks and misrepresenting information associated with a terminated sale to India-based Apollo Tyres Ltd (“Apollo”). Investors or stockholders who suffered significant financial losses related to the case are invited to email CTB@hbsslaw.com for more information. The lawsuit was filed on behalf of all persons or entities that purchased or acquired securities or company stock between June 12, 2013 and Nov. 8, 2013 (the “Class Period”). The lawsuit is also on behalf of Cooper stockholders of record as of the close of business on Aug. 30, 2013 who had been entitled to vote on the proposed merger between Cooper and Apollo. Intuitional investors, money managers, funds and persons with losses in excess of $300,000 who would like to discuss the investigation, the merits of the claims, or the options for participating in litigation are invited to contact Hagens Berman Partner Reed Kathrein, who is leading the firm’s investigation, by calling 510-725-3000 or emailing CTB@hbsslaw.com. The deadline to file as Lead Plaintiff in the case is March 18, 2014. Additional information is available at http://hb-securities.com/investigations/CTB. On June 12, 2013, Cooper announced that it entered into an agreement to be acquired by Apollo for $35 per share, which would create the seventh-largest tire manufacturer in the world by revenue. Following this announcement, Cooper’s stock price skyrocketed from around $23 per share to more than $34 per share. According to the firm’s investigation, a series of disclosures alerted stockholders that the merger was in jeopardy beginning on Oct. 4, 2013. On Oct. 4, 2013, Cooper filed a lawsuit against Apollo in an attempt to force through the deal. Cooper stock fell from $31.27 per share on October 3, 2013 to close at $25.72 per share on October 7, 2013, wiping out more than $300 million in shareholder value. The stock continues to trade around $23, closing at $22.70 on Feb. 6, 2014.
Following the terminated merger and its failure to produce timely financial statements, Moody’s Investors Service revised Cooper’s rating outlook to negative.To date, Hagens Berman’s investigation strongly suggests that Cooper was aware of severe undisclosed risks to the merger but never informed investors. Evidence produced in a November trial over the terminated merger indicates Cooper and Apollo pursued the merger in the face of opposition from Che Hongzhi – the chairman of the Chengshan Group, which is the 35 percent joint venture owner of Cooper’s most important subsidiary, Cooper Chengshan Tire Company, Ltd. According to that testimony, formal negotiations beginning in May 2013 revealed that Chengshan objected to the deal, and eventually demanded $400 million for its stake in the venture – or nearly one-sixth of the cost of the entire deal. Hagens Berman is investigating other potential undisclosed issues, which the firm believes were material to investors, including:
- Chengshan Group had been in talks about making its own bid for Cooper when Cooper agreed to a deal with Apollo;
- In March 2013, Apollo and Cooper first identified Chengshan’s objection, and in May, Mr. Hongzhi made a troubling statement to both companies in a meeting;
- Within one month of the June merger announcement, Roy Ames, Cooper’s CEO, met with Mr. Hongzhi to try to overcome his objections.