* Apollo sought to cut price by more than $2.50/share -
* Apollo shares end 5 pct higher
* Cooper shares close down 13 pct
* Cooper should buy Apollo to capture deal benefits -
(Adds details, reaction from Cooper investors; updates share
By Aradhana Aravindan and Mridhula Raghavan
Oct 7 India's Apollo Tyres Ltd and
Cooper Tire & Rubber Co are at odds over whether Apollo
can reduce the price for its proposed takeover of the U.S. firm,
the latest hurdle in a deal beset by lawsuits and labor issues.
Under the initial $2.5 billion deal signed in June, Cooper
shareholders stand to receive $35 per Cooper share, a premium of
more than 40 percent to its price at the time.
Cooper shares initially climbed towards the buyout price but
have lost about 15 percent from that recent peak as obstacles to
the deal emerged, including opposition from its workers.
Cooper investors, who are fast losing confidence in the
deal, say the company is still in play given industry
consolidation, with one shareholder suggesting that the American
tire maker should buy Apollo instead.
Apollo has sought to reduce the price it would pay to by
more than $2.50 per share, Cooper said in a filing to the U.S.
Securities and Exchange Commission on Monday. (r.reuters.com/zep63v)
Cooper said in the filing that on Oct. 3, Apollo
representatives informed the company that it wanted a price
renegotiation "this time suggesting a price reduction far
greater than the $2.50 reduction it had earlier proposed, and at
one point referencing '$8 or $9' per share."
Apollo declined to comment on the Cooper filing.
The disagreement over price came to light after Cooper on
Friday filed a complaint in a U.S. court to force Apollo to
close the acquisition "expeditiously."
Apollo said on Sunday that it might face significant costs
that were well beyond those it anticipated under the initial
merger agreement. These relate to labor issues in the United
States and in China, where workers at Cooper's joint venture
have been on strike for three months in opposition to the deal.
"Cooper has acknowledged to Apollo that some price reduction
is warranted. The issue now is by how much," Apollo said on
Cooper said: "Cooper has not agreed that a reduction in
share price is warranted."
The two companies have until the end of the year to resolve
their pricing dispute and close the transaction, to be funded
entirely through debt.
If completed, the deal would turn the Indian company into
the world's seventh-largest tire maker and give it access to the
U.S. and China markets. It would also represent the
second-largest U.S. acquisition by an Indian company.
Cooper shares closed down 13 percent at $25.72 on the New
York Stock Exchange on Monday, just $1 above its trading levels
prior to the deal announcement in June.
Shares in Apollo, which have lost about 25 percent since the
deal was announced, ended 5 percent higher on Monday.
Besides opposition from Cooper's China joint venture partner
and workers, a U.S arbitrator has ruled that Ohio-based Cooper
cannot sell two of its U.S. factories until a new collective
bargaining agreement is reached between Apollo and members of
the plants' union, the United Steelworkers (USW).
"Apollo has indicated to the USW in discussions over the
past two weeks that Apollo is willing to make material
concessions to the USW, subject to arranging for additional
financing or financial concessions," Apollo said.
Cooper, however, said the labor issues were a result of the
acquisition and were risks that the Indian company assumed under
Chris DeMuth Jr., portfolio manager at Rangeley Capital,
said, "One way to capture the strategic benefits of the deal,
while sidestepping the problems with American and Chinese
unions, would be for Cooper to buy Apollo."
"Apollo's share price has been weak as has India's currency,
so this would be something that Cooper could do," said DeMuth.
Rangeley owns under 5 percent of Cooper shares.
The Indian rupee has declined more than 6 percent against
the dollar since the deal was announced.
Cooper on Friday said it had satisfied its conditions under
the deal after receiving approval from its shareholders last
week, and that Apollo was breaching the merger agreement by
delaying resolution of the USW issue.
While workers at Cooper's China joint venture, Cooper
Chengshan Tire Co, in eastern Shandong province, have been
striking against the deal, Cooper's Chinese partner has filed a
lawsuit seeking to dissolve their joint venture.
"Cooper has misrepresented its management and control of
this asset to Apollo and to its own shareholders," Apollo said
in its statement.
Banks have committed to finance Apollo's deal until Dec. 31,
2013. Apollo said it and its lenders were justified in seeking
updated financial statements and guidance from Cooper.
"If Apollo has found things which were not in line with what
have been represented to them, they are fully within their
rights to ask for the price to be reduced or even (seek)
damages, depending on what was originally represented to them,"
said Harish H.V., head of corporate finance practice at advisory
firm Grant Thornton in India.
"Now there is a distinct possibility of the deal not
happening, whether it is 10 percent, 40 percent or 80 percent is
difficult to call, but that was not the case earlier," he said.
Tom Mangan of James Investment Research, another Cooper
investor, said ahead of the shareholder meet last week that
"even if the merger doesn't go through, Cooper Tire is in play,
and it opens the door to another suitor, perhaps a domestic
(Additional reporting by Sumeet Chatterjee in MUMBAI and Samuel
Shen in SHANGHAI; Editing by Tony Munroe, Jane Merriman and