Hot Pursuit     31-Dec-13
Apollo Tyres extends intraday gains
Apollo Tyres jumped 5.77% to Rs 107.15 at 12:02 IST on BSE after US-based Cooper Tire & Rubber Company terminated the merger agreement with the Indian company on Monday, 30 December 2013.

Meanwhile, the BSE Sensex was up 29.29 points, or 0.14%, to 21,172.30.

On BSE, so far 37.30 lakh shares were traded in the counter, compared with an average volume of 10.54 lakh shares in the past one quarter.

The stock hit a high of Rs 113 so far during the day, which is also a record high for the counter. The stock hit a low of Rs 102.55 so far during the day. The stock hit a 52-week low of Rs 54.60 on 21 June 2013.

The stock had outperformed the market over the past one month till 30 December 2013, rising 25.92% compared with the Sensex's 1.69% rise. The scrip had also outperformed the market in past one quarter, rising 52.22% as against Sensex's 9.10% rise.

The mid-cap company has an equity capital of Rs 50.40 crore. Face value per share is Re 1.

Apollo Tyres on Monday, 30 December 2013, issued a press statement in response to Cooper Tire & Rubber Company's decision to terminate merger agreement with Apollo Tyres. The company said that the management is disappointed as Cooper has prematurely attempted to terminate the merger agreement. While Cooper's lack of control over its largest Chinese subsidiary -- Cooper Chengshan Tire Company -- and its inability to meet its legal and contractual financial reporting obligations has considerably complicated the situation, Apollo has made exhaustive efforts to find a sensible way forward over the past several months, Apollo Tyres said. However, Cooper has been unwilling to work constructively to complete a transaction that would have created value for both the companies and their shareholders, Apollo Tyres said. Cooper's actions leave Apollo no choice but to pursue legal remedies for Cooper's detrimental conduct, Apollo Tyres said.

"Importantly, Apollo has many other compelling growth opportunities around the world that we are continuing to pursue. Our business is performing well, as evidenced by the strong top line and bottom line results we reported last quarter and we remain focused on executing our standalone strategic plan to maximum value for Apollo's shareholders. We are confident that Apollo is well positioned for continued success", Apollo Tyres said.

Commenting on the development, Cooper Chairman, Chief Executive Officer and President, Roy Armes, said: "It is time to move our business forward. While the strategic rationale for a business combination with Apollo is compelling, it is clear that the merger agreement both companies signed on 12 June 2013 will not be consummated by Apollo and we have been notified that financing for the transaction is no longer available. The right thing for Cooper now is to focus on continuing to build our business. Our business model is strong, and despite the challenges this year, we are coming off record operating profit through the first half of the year and expect to continue to be profitable for the second half, ending the year with a strong balance sheet. We look forward to continuing to execute on our strategy in 2014, and we have a very strong base from which to do this—brands that are respected for quality, a loyal customer base, a flexible global network of manufacturing facilities, a skilled workforce, and top technical capabilities".

"While Cooper believes Apollo has breached the merger agreement, and we will continue to pursue the legal steps necessary to protect the interests of our company and our stockholders, our focus will be squarely on our business and moving it forward," Armes said.

Shares of Apollo Tyres spurted as the large acquisition of US-based Cooper might have impacted the Indian company's balance sheet.

On 12 June 2013, Apollo Tyres announced that it would acquire Cooper, a company listed on the New York Stock Exchange, in an all-cash transaction valued at approximately $2.5 billion.

Later, Cooper accused Apollo of intentionally delaying the transaction and had gone to the US court to expedite the transaction. As per the terms of the bid, the deal could be terminated without any financial penalty after 31 December 2013.

Cooper in its filing with the court, on 4 October 2013, had blamed Apollo for delay in settling issues with some of its labour from USW union in the US plants. The USW represents Cooper employees at facilities in Findlay, Ohio and Texarkana, Arkansas. It said Apollo is also looking at reducing the deal price owing to labour issues at the company's US and China plants.

In its answer, Apollo had denied the allegations made by Cooper regarding the course of its negotiations with the USW and confirmed that it has worked diligently to reach a settlement with the USW to enable Cooper to overcome the USW injunction prohibiting Cooper from consummating the merger. Apollo said that conditions precedent to closing had not been satisfied because the marketing period for the financing, central to Cooper's claims in its complaint, had never commenced and that Cooper has failed to meet its contractual obligations.

On 8 November 2013, a partial ruling by Judge Sam Glasscock, III, Vice Chancellor of the Delaware Court of Chancery found that Apollo was not in breach of its merger agreement with Cooper Tire & Rubber Company. Furthermore, the Court found that Apollo used reasonable best efforts to negotiate with the United Steel Workers (USW) and that, contrary to Cooper's claims, nothing in Apollo's conduct indicates buyer's remorse.

Cooper Tire's legal battle against Apollo Tyres took a hit on 16 December 2013, when a Delaware court dismissed Cooper's appeal.

Cooper is the 11th largest tyre company in the world by revenue and it supplies premium and mid-tier tyres worldwide through renowned brands such as Cooper, Mastercraft, Starfire, Chengshan, Roadmaster and Avon.

Apollo Tyres' consolidated net profit rose 44.2% to Rs 219.48 crore on 1.7% growth in net sales to Rs 3433.46 crore in Q2 September 2013 over Q2 September 2012.

Apollo Tyres manufactures tyres and tubes for cars, trucks, farm equipment and light commercial vehicles. The company also manufactures automobile flaps and retreading materials.

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