Published on October 25, 2013

Delaware court to hear Cooper suit vs. Apollo

WILMINGTON, Del. (Oct. 25, 2013) — The Delaware Chancery Court will hear on Nov. 5-7 Cooper Tire & Rubber Co.'s case against Apollo Tyres Ltd. over Apollo's proposed purchase of Cooper.

In setting a date, the court appears to be favoring Cooper's allegations, contained in its suit filed Oct. 4, over Apollo's

response/countersuit pleading for the court to declare that "conditions precedent to closing…the merger agreement have not been satisfied."

In its suit, Cooper charges the Indian tire maker is delaying implementing its $35 a share offer for the U.S. firm by drawing out its arbitrated negotiations with the United Steelworkers union at two Cooper plants in the U.S., among other things.

"The strategic rationale for the pending merger with Apollo Tyres remains compelling. and we believe it will create value for all stakeholders," Cooper said. "We look forward to closing the pending merger as soon as possible."

Cooper shareholders approved Apollo's offer Sept. 30; the deal was supposed to close Oct. 4, according to terms of the agreement.

In its Oct. 14 answer to Findlay, Ohio-based Cooper's "verified complaint," Apollo disputes nearly all of Cooper's allegations against it and instead lays out a detailed argument as to why it believes Cooper has not satisfied the closing conditions of the agreement—thereby delaying the date of completion indefinitely — and instead "itself is in material breach" of the agreement.

Apollo's primary complaints regard Cooper's inability to provide Apollo with accurate, up-to-date financial accounts of its Cooper Chengshan Tire Co. Ltd. joint venture in China and its measurably downgraded performance outlook for fiscal 2013.

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