Cooper Tire shareholders overwhelmingly approve of proposed merger with Goodyear
FINDLAY, Ohio – (BUSINESS WIRE) – Cooper Tire & Rubber Company today announced that its shareholders voted overwhelmingly in favor of the deal and plan to merge with The Goodyear Tire & Rubber Company, which was announced on February 22, 2021. When From a special meeting of Cooper’s shareholders held today, approximately 99 percent of the votes cast were in favor of the transaction. Goodyear is not required to hold a shareholder vote to approve the merger agreement.
“We are pleased with the strong support of our shareholders for the proposed Cooper / Goodyear business combination, as all of the acquisition proposals have been approved,” said John Holland, president of Cooper. “This is an important step in the process of bringing our two companies together in order to continue to meet the needs of customers, consumers and other stakeholders around the world while generating shareholder value.”
Cooper and Goodyear continue to work towards closing the transaction, which remains subject to obtaining the required regulatory approvals and satisfaction of customary closing conditions.
Cooper will provide the results of the final vote of the special meeting, as certified by the independent election inspector, on a Form 8-K which will be filed with the United States Securities and Exchange Commission.
About Cooper Tire & Rubber Company
Cooper Tire & Rubber Company is the parent company of a global family of companies specializing in the design, manufacture, marketing and sale of tires for passenger cars, light trucks, medium trucks, motorcycles and racing tires. Cooper is headquartered in Findlay, Ohio, with manufacturing, sales, distribution, engineering and design operations within its family of companies located in more than a dozen countries around the world. For more information about Cooper, visit www.coopertire.com, www.facebook.com/coopertire or www.twitter.com/coopertire.
Forward-looking statements and cautions
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You may identify forward-looking statements by words such as “anticipate”, “believe”, “could”, “conceive”, “estimate” , “expect”, “foresee”, “objective”, “direction”, “involve”, “intend”, “can”, “objective”, “opportunity”, “outlook”, “plan”, “position,” “Potential”, “predict”, “project”, “prospective”, “pursue”, “seek”, “should”, “strategy”, “target”, “will”, “would” or other similar expressions which reflect the uncertainty of future events or results. In accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary statements identifying material factors, but not necessarily all of these factors, which could cause future results to differ materially from those stated in ns forward-looking statements. Forward-looking statements include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or uncertainties relating to:
- the ability to complete the proposed merger of the Company and Goodyear on the terms and on the schedule;
- the effect of restructuring or reorganizing components of the business;
- the uncertainty and weaknesses of global economic conditions, including the impact of the ongoing coronavirus pandemic (COVID-19), or similar public health crises, on the financial situation, operations, distribution channels, the company’s and Goodyear’s customers and suppliers, as well as potentially exacerbating other factors discussed here;
- the continued volatility of the prices of raw materials and energy, including those of rubber, steel, petroleum-based products and natural gas or the unavailability of such raw materials or energy sources, which may affect price adjustment calculations under sales contracts;
- the ability to profitably achieve anticipated production rates or levels;
- the ability to identify and successfully complete any strategic investment or development project;
- the outcome of any contractual dispute with customers, joint venture partners or any other litigation or arbitration;
- the impacts of existing and growing government regulations and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorization from or any government entity or regulatory and costs associated with implementing improvements to ensure compliance with regulatory changes;
- the ability to maintain adequate liquidity, leverage and availability of capital could limit the cash flow available to fund working capital, planned capital expenditures, acquisitions and other general corporate purposes or ongoing business needs;
- the ability to continue to pay cash dividends, as well as the amount and timing of any cash dividends;
- the availability of capital and the ability to maintain adequate liquidity;
- the impact of workforce issues, including labor disruptions at the company, its joint ventures or at one or more of its major customers or suppliers;
- the ability of our customers, joint venture partners and third party service providers to meet their obligations on time or not at all;
- adverse changes in interest rates and tax laws; and
- the potential existence of material deficiencies or weaknesses in the Company’s internal control over financial reporting.
Cooper has based its forward-looking statements on current expectations, estimates and projections regarding the industry and the company’s partnerships. The company cautions that these statements are not guarantees of future performance and that stakeholders should not place undue reliance on them, as they involve risks, uncertainties and assumptions that Cooper cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events which may prove to be incorrect. While management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond Cooper’s control.
Accordingly, actual results may differ materially from future performance which has been expressed or anticipated in forward-looking statements. Differences between actual results and future performance suggested in forward-looking statements could result from various factors, including the following:
- failure to comply with various conditions upon closing of the transaction contemplated by the merger agreement;
- failure to obtain government approvals for the transaction on the proposed terms and schedule, and any conditions imposed on the Combined Company in connection with the completion of the transaction;
- the risk that the cost savings and any other synergies resulting from the transaction are not fully realized or take longer to realize than expected;
- disruption of the proposed transaction making it more difficult to maintain relationships with customers, partners, employees or suppliers;
- the risk that the proposed transaction will be less accretive than expected, or may be dilutive, and that the combined company will not be able to realize the expected benefits of the merger;
- risks associated with any unforeseen liabilities of Goodyear or the Company;
- the volatility of the prices of raw materials and energy, including those of rubber, steel, petroleum-based products and natural gas or the unavailability of such raw materials or energy sources;
- extensive government regulation;
- changes in tariffs or trade agreements, or the imposition of new or increased tariffs or trade restrictions, imposed on the tires, raw materials or manufacturing equipment that the company uses, including changes related to tariffs on tires, raw materials and tire manufacturing equipment imported into the United States of China or other countries, as well as changes in trade agreements resulting from the United Kingdom’s withdrawal from the European Union in future laws and regulations or the way they are interpreted and applied;
- failure to obtain and / or renew permits necessary for operations;
- existing and future indebtedness may limit free cash flow;
- operating costs could increase significantly if the price of electricity, fuel or other energy sources increases;
- changes in credit ratings issued by nationally recognized statistical rating organizations;
- risks involving the acts or omissions of our joint venture partners;
- natural disasters, weather conditions, energy disruption, unforeseen geological conditions, equipment failures and other unforeseen events;
- an interruption or failure of our IT systems, including those related to cybersecurity;
- the inability of subcontractors and / or external suppliers to perform;
- the cost and time to implement a strategic capital project may be higher than originally anticipated;
- the use of recoverable reserve estimates; and
- the risks described from time to time in the respective reports of Goodyear and the Company filed with the SEC.
The company assumes no obligation to update forward-looking statements, except to the extent required by applicable law.