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阿波罗收购固铂交易告吹

发布者: sunny214 | 发布时间: 2014-1-1 16:57| 查看数: 1001| 评论数: 0|

Cooper Tire, the US tyremaker, has abandoned a planned $2.5bn takeover by India’s Apollo Tyres, after the deal became mired in legal disputes and cross-border misunderstandings.

The announcement ends what would have been the biggest takeover of a US company by an Indian company – an all-cash offer that ran into serious problems almost as soon as it was announced in June.

Workers at Cooper’s Chinese joint venture partner, Chengshan Group, reacted to the takeover announcement in July by seizing control of Cooper Chengshan Tire, which provides nearly 25 per cent of Cooper’s revenue. The deal also led to a dispute with the United Steelworkers union in the US. The union won an arbitration ruling giving it, in effect, a veto over the takeover until its concerns over jobs and pensions were addressed.

These problems led Apollo to try to renegotiate the value of the deal, while Cooper accused the Indian tyremaker of procrastinating until the takeover offer was due to expire today.

“It is time to move our business forward,” said Roy Armes, Cooper’s chief executive. “While the strategic rationale for a business combination with Apollo is compelling, it is clear that the merger agreement both companies signed on June 12 will not be consummated by Apollo.”

The Indian company said it was “disappointed” that Cooper had “prematurely attempted” to terminate the merger agreement. “Apollo has made exhaustive efforts to find a sensible way forward over the last several months,” the company said.

Mr Armes said that addressing the problems in China would be the company’s “top priority in the near term”.

“The issues at CCT were driven by the merger agreement and, with the agreement now terminated, Cooper is working independently to restore normal operations at CCT,” he said.

Cooper’s shares, already below the $35-a-share offer price, slid 2.8 per cent in early trading yesterday to $22.31.

Workers at Chengshan Group, whose chairman, Che Hongzhi, opposed the takeover, seized control of the joint venture’s premises in Rongcheng in July. Since then, Cooper has not been able to obtain financial information about the factory’s operations. The events have prevented Cooper from producing its third-quarter financial results for this year. Cooper hoped to obtain the information necessary to resume regular financial reporting, Mr Armes said.

Brad Hughes, Cooper’s chief financial officer, said Cooper believed it would not be liable to pay the $50m termination fee it was due to pay if it broke off the merger agreement. It would continue to pursue Apollo for the $112.5m termination fee it was due to pay if it called off the deal and “other possible damages”.

The two companies devoted four days in court in Delaware in November to argue about the events that held up the deal’s completion. Apollo won the initial case – in which Cooper had accused it of deliberately delaying completion because of “buyer’s remorse” – and an appeal heard this month.

美国轮胎制造商固铂轮胎(Cooper Tire)放弃了由印度阿波罗轮胎公司(Apollo Tyres)以25亿美元并购的计划,此前这笔交易深陷法律纠纷和跨境误解的泥潭。

相关公告终结了原本会成为印度企业收购美国公司的最大交易。这笔全现金收购交易在2013年6月宣布后,几乎马上就遭遇严重问题。

固铂轮胎中国合资伙伴——成山集团(Chengshan Group)的工人们对并购消息做出反应,于7月控制了固铂成山轮胎公司(Cooper Chengshan Tire,简称固铂成山)。该合资公司占固铂轮胎总营收的近25%。该交易还与美国钢铁工人联合会(United Steelworkers Union)闹出纠纷。这家工会赢得一起仲裁,使其事实上得到否决这笔收购的权利——直到其有关就业和养老金的担忧得到解决。

这些问题促使阿波罗试图重新谈判交易价值,而固铂指控这家印度轮胎制造商拖延。收购要约于今日失效。

“现在应该带领我们的企业继续前进了,”固铂轮胎首席执行官罗伊?阿姆斯(Roy Armes)表示,“尽管与阿波罗整合业务的战略逻辑是强大的,但很明显,阿波罗方面不会执行两家公司在6月12日签署的并购协议。”

阿波罗表示,该公司对固铂方面“过早企图”终止并购协议“感到失望”。“阿波罗公司在过去几个月里竭尽全力寻找一条明智的前进道路,”这家印度企业表示。

阿姆斯称,应对在中国出现的问题将是固铂“近期的首要任务”。

“固铂成山的问题发端于并购协议,现在既然该协议已经终止,固铂正独立展开努力,以求恢复固铂成山的正常运营,”他表示。

固铂股价原本已低于每股35美元的收购出价,昨日早盘下滑2.8%,跌至22.31美元。

成山集团董事长车宏志从一开始就反对这笔并购交易。7月份,该集团的工人们控制了合资公司位于山东省荣成市的厂区。自那以来,固铂轮胎一直未能获得该厂的财务信息。这件事使固铂公司无法提交今年第三季度财报。阿姆斯表示,固铂希望获得必要信息,以恢复定期财务报告。

固铂轮胎的首席财务官布拉德?休斯(Brad Hughes)表示,固铂方面相信,其不需要支付在撕毁并购协议的情况下应当支付的5000万美元分手费。同时该公司将要求阿波罗方面支付1.125亿美元分手费以及“其它可能的损害赔偿金”。

11月,两家公司的高层人员花了4天时间在美国特拉华州法庭出庭,围绕阻碍交易完成的种种问题展开争辩。阿波罗方面赢得了一审——固铂指控其出于“买完又后悔”故意拖延交易的执行——也赢得12月审理的上诉案。

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