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Cooper Tire-Apollo Merger Suffers a Blowout

By Rich Duprey - Nov 11, 2013 at 4:03PM

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The court rejects the tire maker's arguments in a contentious merger proposal that finds divisions in open revolt.

You can almost hear the judge snickering while rejecting the arguments presented by Cooper Tire & Rubber (CTB) in its dispute with Apollo Tyres, the Indian tire giant trying to buy its U.S. counterpart for $2.3 billion. In a partial ruling on Friday, the judge said Apollo hasn't breached its obligation to quickly reach an agreement with the United Steelworkers union.

Source: Cooper Tire & Rubber.

The acquisition, despite actually being supported by both management teams, is running into snags because everyone else in the Cooper organization is apparently opposed to the merger. The union sued, while a Chinese plant is in revolt, refusing to make Cooper tires and locking management out of the building and refusing to turn over paperwork.

An arbitrator recently ruled Apollo had to abide by Cooper's agreement with the union that should there be a change in control of the company, and the resulting parent organization would have to renegotiate a new contract. That has slowed the takeover process and Cooper started agitating that Apollo was dragging its feet on reaching a pact with the workers. It filed the court challenge to force Apollo to move, saying the Indian company was breaching its contract.

Apollo was incredulous, asking how it was supposed to close a deal when Cooper can't keep its divisions in line and it can't get all the necessary financial information. Apollo's now suggesting it wants to drop the offer price, perhaps by as much as $9 per share.

The tire industry has become increasingly competitive in recent years. Not so much at the top, where Bridgestone, Michelin, and Goodyear butt heads, and have a significant lead over fourth-place ContinentalRather, it's in the middle ground where Sumitomo, Pirelli, Hankook, Yokohama, and, yes, Cooper put the rubber to the road that is the most exciting arena. London-based Brand Finance estimates the global tire market will advance 5% annually through 2015.

Sumitomo, for example, recently laid out a road map to grow sales to $15 billion annually by 2020, an ambitious proposal that would see sales expand 8.5% each year for the next seven years, generating an operating margin of at least 12%. Analysts point out its margin was 8.9% last year, but has a five-year average of just 7.1%. Pirelli is looking for a minimum of double-digit growth in 2013, while Yokohama wants to spend hundreds of millions of dollars in the Philippines and Russia to build out capacity. In September, Goodyear reiterated its full-year target of annual segment operating income growth of 10% to 15% through 2016 while at the same time reinstating its dividend.

The Apollo-Cooper tie-up would advance the opportunity for the tire maker to leapfrog the competition into that middle tier, creating the seventh-largest global tire company, with pro forma revenue of $6.6 billion in 2012.

The court ruling against Cooper is only part of the claims being heard. After Cooper filed its complaint, Apollo filed counterclaims saying the U.S. company hadn't provided the documents it needs to complete the merger and seeking a judgment to that effect. A decision on that matter should be coming soon.

Regardless of what the court decides, this doesn't seem like a marriage that's getting off on the right foot. It may yet cause problems in melding together the two company's corporate cultures. 

Shares of Cooper trade at a 30% discount to the initial offer price, suggesting the market's not convinced either that this is a match made in heaven.

Editor's note: A previous version of this article stated that two of Cooper's Chinese plants were striking, rather than just one. The Fool regrets the error.

Fool contributor Rich Duprey has no position in any stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.

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