Cooper Tire & Rubber Co. asked the Delaware Supreme Court, in an appeal to the initial decision, to rule on its delayed $35-a-share takeover by Apollo Tyres Ltd. by Dec. 31.

Cooper today appealed to Delaware’s highest court seeking an expedited hearing, as the judge ruled Nov. 8 that all the contract conditions hadn’t been met, and that Cooper wasn’t yet entitled to force Apollo to complete the $2.5 billion buyout.

If the ruling that Apollo hasn’t materially breached the parties’ agreement is allowed to stand, “Apollo will likely seek to terminate its merger,” Cooper lawyers said in the filing.

Unless the ruling by Delaware Chancery Court Judge Sam Glasscock III is reversed, “it threatens not just this $2.5 billion merger, and the expectation interests of Cooper’s shareholders, but the broader corporate community’s settled expectations regarding the requirement to use ‘reasonable best efforts’ to consummate a merger,” the company’s lawyers added.

Talks to complete the largest acquisition by an Indian company in North America soured in October amid opposition from U.S. and Chinese workers. Apollo, based in Gurgaon, India, sought to cut its price, citing the labor issues. Findlay, Ohio-based Cooper sued Oct. 4 alleging Apollo officials were suffering from buyer’s remorse and intentionally delaying the transaction’s completion.

Glasscock concluded last week that Apollo wasn’t dragging its feet in negotiating with U.S. steelworkers and that means the Indian company hadn’t violated the merger agreement as Cooper alleged.

The judge left undecided whether problems at the company’s China unit, which left the tiremaker unable to provide some financial information to Apollo, allowed the Indian company to walk away from the deal. Glasscock allowed Cooper officials to appeal his ruling on the steelworkers’ talks to the Delaware Supreme Court.

Via Bloomberg


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