Investors sue Cooper over failed deal


A lawsuit filed in federal court claims Cooper Tire & Rubber Co. and its top officials misled investors about the Apollo Tyres takeover, causing “enormous financial losses” for investors when the deal collapsed.

Three investors filed the lawsuit against Cooper, company CEO Roy Armes and Chief Financial Officer Bradley Hughes in U.S. District Court in Delaware, where Cooper is incorporated.

The plaintiffs are OFI Risk Arbitrages and OFI Risk Arb Absolu, both French trusts, and Timber Hill, a Connecticut company. All three said they purchased Cooper stock last year after the Apollo takeover was announced.

The lawsuit seeks class action status, and wants to represent those who purchased Cooper stock after the announcement last year, and those who already owned the company’s shares.

The lawsuit claims Cooper Tire, Armes and Hughes, “in the hopes of closing that transaction and enriching themselves … concealed from investors the extraordinary risks that ultimately doomed the transaction and which have caused permanent damage to Cooper’s business.”

Investors have “suffered enormous financial losses as a result of the defendants’ wrongdoing,” the suit claims. The lawsuit does not say how much the three plaintiffs lost.

Findlay-based Cooper Tire and Apollo Tyres of India announced on June 12, 2013, that Apollo would buy Cooper for $2.5 billion or $35 a share, which represented a 40 percent premium on the share price.

However, the lawsuit claims Cooper executives knew that Cooper’s joint venture factory in China, Cooper Chengshan Tire Co., “vigorously opposed the transaction, had the ability to thwart the deal, and demanded extraordinary compensation in return for any agreement that it would not do so.”

This was a “crucial fact that Cooper concealed from investors and Apollo,” the suit says.

News of the planned Apollo takeover caused the price of Cooper stock to rise from $24.56 on June 11, 2013, to close at $34.66 the next day, the suit says, with “trading volume during the week of June 12 reaching the highest in the company’s history, with over 50 million shares trading hands.”

But Cooper’s “representations were false, and misled investors concerning the true risks of the transaction,” the lawsuit claims. “In truth, defendants knew that the merger was fraught with risk, and that it was highly unlikely to be consummated on the terms disclosed in defendants’ proxy materials because, as defendants knew, Chengshan vigorously opposed the transaction.”

Chengshan’s chairman, Che Hongzhi, who has a 35 percent interest in the joint venture, wanted compensation of $400 million to not block the deal, the lawsuit says.

After the Apollo takeover was announced, workers at the factory in China went on strike, demanding a halt to the purchase. The plant’s employees later returned to work, but those controlling the factory refused to make Cooper-brand tires and stopped providing financial data to Cooper.

Cooper also kept stockholders “in the dark” about its “increasingly dire financial projections,” the lawsuit claims. The company’s 2013 projected profits were “nearly cut in half over the course of just two months,” the suit says.

When the stock market did realize the “merger was in dire jeopardy and would not be consummated at the $35-per-share price,” Cooper’s common stock plunged, the lawsuit says.

“Specifically, Cooper stock fell from $31.27 per share on Oct. 3, 2013, to close at $25.72 per share on Oct. 7, 2013, wiping out over $300 million in shareholder value,” the suit claims.

Cooper filed a lawsuit in Delaware Chancery Court, trying to force Apollo to complete the purchase. When the court did not agree with Cooper, the value of Cooper stock fell again, “wiping out another $175 million in shareholder wealth,” the suit asserts.

The lawsuit seeks compensatory damages for the plaintiffs, including interest. Attorneys in Delaware and New York filed the action.


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