Published on September 30, 2013

Cooper shareholders OK Apollo offer

CLEVELAND (Sept. 30, 2013) — Cooper Tire & Rubber Co. shareholders voted this morning by a 3:1 margin to accept Apollo Tyres Ltd.'s $35 per share buyout offer.

The vote allows the Indian company to move another step closer to completing its $2.5 billion acquisition of Findlay, Ohio-based Cooper.

Shareholders representing 78 percent of Cooper's outstanding shares voted at the meeting, with 96 percent of those voting favoring the offer, Cooper said. The positive vote represents 74 percent of all outstanding shares.

"We are pleased stockholders endorsed this compelling transaction," said Cooper Chairman, CEO and President Roy Armes.

Apollo and Cooper still have a few obstacles to overcome, however. In line with an arbitrator's decision, Apollo must reach new labor agreements with United Steelworkers (USW) Locals at Cooper's plants in Texarkana, Ark., and Findlay before the deal can be concluded. Cooper's plant in Tupelo, Miss., is a non-union facility.

The deal will create a company with about $6.6 billion in annual revenue, making the new entity the world's seventh-largest tire maker.

The partners also are involved in a lawsuit in China brought by labor forces there at Cooper's joint venture plant in Rongcheng, China.

Most other regulatory hurdles have been overcome.

Apollo's $35 per share offer represents a premium of more than 40 percent over the share price's average trading value in the weeks and months prior to Apollo's June 12 offer.

Shareholders voted at a special meeting held this morning at the offices of the law firm Jones Day in Cleveland. The vote was open to shareholders of record as of Sept. 30.

Cooper shares have lost nearly 12 percent in value in trading during September after rising initially close to the offer price.

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