UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| ¨ | Definitive Additional Materials | |
| x | Soliciting Material Pursuant to § 240.14a-12 | |
COOPER TIRE & RUBBER COMPANY
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
| |||
| (2) | Aggregate number of securities to which transaction applies:
| |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
| (4) | Proposed maximum aggregate value of transaction:
| |||
| (5) | Total fee paid:
| |||
| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount previously paid:
| |||
| (2) | Form, Schedule or Registration Statement No.:
| |||
| (3) | Filing Party:
| |||
| (4) | Date Filed:
| |||
 Acquisition: Creating a Global Tire Leader |
 Apollo
to Acquire Cooper Apollo Tyres and Cooper Tire & Rubber combining to
create a global leader in tire manufacturing and distribution
•
Agreement must be
approved by regulators
and shareholders
•
Assuming a timely process,
expected to take place in
the coming months
•
Until agreement closes,
we remain separate
companies and operate
as such
•
Business as usual!
1 |
 2
Combined Revenues of $6.6 Billion
2012 Global Tire Company Rankings
Based on 2011 Sales
2011
2010
2011
RANK
2010
RANK
COMPANY / HEADQUARTERS
TIRE
SALES
% OF TOTAL
CORP. SALES
TIRE
SALES
% OF TOTAL
CORP. SALES
7
7
Yokohama Rubber Co. Ltd.
6,028.0
81.0%
4,750.4
Tokyo, Japan
6
6
Sumitomo Rubber Industries Ltd.
7,413.0
87.2%
5,850.0
85.0%
Kobe, Japan
5
5
Pirelli & C. S.p.A.
7,802.2
99.0%
6,320.5
98.4%
Milan, Italy
4
4
Continental A.G.
10,645.0
25.1%
8,100.0
23.5%
Hanover, Germany
3
3
Goodyear Tire & Rubber Co.
20,490.0
90.0%
16,950.0
90.0%
Akron, Ohio
2
2
Group Michelin
27,413.6
95.0%
22,515.0
95.0%
Clermont-Ferrand, France
1
1
Bridgestone Corp.
28,450.0
75.0%
24,425.0
75.0%
Tokyo, Japan
16
16
Apollo Tyres Ltd.
2,526.8
100.0%
1,943.4
100.0%
Kerala, India
15
14
Triangle Group Co. Ltd.
2,527.1
100.0%
2,258.9
100.0%
Shandong, China
14
15
GITI Tire Pte. Ltd.
2,893.6
100.0%
2,207.5
100.0%
Singapore
13
13
Toyo Tire & Rubber Co. Ltd.
3,064.6
75.4%
2,500.0
73.6%
Osaka, Japan
12
12
Kumho Tire Co. Inc.
3,522.1
99.4%
3,025.9
99.8%
Seoul, South Korea
11
9
Cooper Tire & Rubber Co.
3,927.2
100.0%
3,361.0
100.0%
Findlay, Ohio
10
11
Hangzhou Zhongce Rubber Co. Ltd.
4,262.6
95.1%
3,226.1
97.2%
Hangzhou, China
9
10
Maxxis International/Cheng Shin Rubber
4,268.0
100.0%
3,356.4
100.0%
Yuanlin, Taiwan
8
8
Hankook Tire Co. Ltd.
5,744.2
97.8%
4,513.1
Seoul, South Korea
Combined Company
8
#7 |
 NORTH AMERICA
EUROPE
AFRICA
ASIA
Durban, South Africa
Ladysmith, South Africa
3
Guadalajara, Mexico
Texarkana, AR
Clarksdale, MS
Tupelo, MS
Findlay, OH
Enschede, Netherlands
Melksham, England
Kruševac, Serbia
Rongcheng City, China
Kunshan, China
Limda, India
Oragadam, India
Perambra, India
Kalamassery, India
Significant Presence in the Largest
and Fastest Growing Geographies
Apollo
Cooper |
 Track
Record of Driving Sales Growth 4
COOPER
NET SALES
(in billions)
APOLLO
NET SALES
(INRbn)
2009
2010
2011
2012
2.78
3.36
3.93
4.20
$ 5B
4
3
2
1
0
2009
2010
2011
2012
49.8
81.2
88.7
121.5
125B
100
75
50
25
0 |
 5
Diversified Product Offering
LIGHT VEHICLE
TIRES
Both companies primarily focus on the replacement tire business
PASSENGER
TIRES
COMMERCIAL
TRUCK TIRES
FARM VEHICLE
TIRES |
 Key OE
Relationships COOPER
APOLLO
6 |
 Strong
Brands Respected for Quality 7 |
 NORTH AMERICA
EUROPE
ASIA
Melksham, England
Pearsall, Texas
Shanghai, China
Findlay, OH
Enschede, Netherlands
Limda, India
Oragadam, India
Perambra, India
Kalamassery, India
Apollo
Cooper
Committed to Innovation and Technology
8 |
 The Best Buy Seal
and other licensed materials are registered certification marks and trademarks of Consumers Digest
Communications, LLC, used under license. For award information, visit
ConsumersDigest.com. 9
Third-Party Recognition |
 Shared
Values 10
Both companies commit equally to employee safety and development
as well as sustainability and giving back to communities.
|
 Continuity and Business as Usual
11
•
Apollo to retain and grow
existing Cooper facilities
•
Cooper to continue
to recognize unions
•
Cooper to continue
to honor collective
bargaining agreements
•
Compensation and benefit
levels for non-union
employees generally
maintained
•
Management continuity |
 Key
Takeaways—A Great Match 12
•
Combined organization will
be world’s seventh-largest
tire company with sales of
$6.6B
•
More options for customers;
growth opportunities for
employees
•
Existing Cooper facilities
maintained
•
No plan to outsource
manufacturing from
North America
•
Cooper will generally
maintain current
employee compensation
and benefit levels
•
Cooper will recognize
labor unions and honor
collective bargaining
agreements
•
Management continuity |
 13
ADDITIONAL INFORMATION
In connection with the proposed transaction, Cooper will file a proxy statement with the
SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND COOPER. You will be
able to obtain the proxy statement, as well as other filings containing information about
Cooper, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of
the proxy statement and other filings made by Cooper with the SEC can also be obtained free of
charge, by directing a request to Cooper Tire & Rubber Company, 701 Lima Avenue, Findlay, Ohio 45840, c/o Jerry
Long (investorrelations@coopertire.com). Participants in
the Solicitation
Cooper and its directors and officers may be deemed to be participants in the solicitation of proxies
from Cooper’s stockholders with respect to the special meeting of stockholders that will
be held to consider the proposed transaction. Information about Cooper’s directors
and officers and their ownership of Cooper’s common stock is set forth in its Form
10-K which was filed with the SEC on February 25, 2013 and the proxy statement for Cooper’s
Annual Meeting of stockholders, which was filed with the SEC on March 26, 2013.
Stockholders may obtain additional information regarding the interests of Cooper and its
directors and executive officers in the proposed transaction, which may be different than those
of Cooper’s stockholders generally, by reading the proxy statement and other relevant documents regarding the
proposed transaction, when filed with the SEC. |
 14
FORWARD-LOOKING STATEMENTS This
presentation contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are not based on historical
facts but instead reflect Cooper’s and Apollo’s expectations, estimates or projections
concerning future results or events. These statements generally can be identified by the
use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “project,” “may,” “could,” “intend,” “intent,” “belief,”
“estimate,” “plan,” “likely,” “will,”
“should” or similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown
risks, uncertainties and assumptions that are difficult to predict and could cause our actual results,
performance or achievements to differ materially from those expressed or indicated by those
statements. We cannot assure you that any of our expectations, estimates or projections will be achieved.
The forward-looking statements included in this presentation are only made as of the
date of this document and we disclaim any obligation to publicly update any forward-looking
statement to reflect subsequent events or circumstances.
Numerous factors could cause our actual results and events to differ materially from
those expressed or implied by forward-looking statements, including, without limitation:
volatility in raw material and energy prices, including those of rubber, steel, petroleum based products and natural gas and the unavailability of such raw
materials or energy sources; the failure of Cooper’s or Apollo’s suppliers to timely deliver
products in accordance with contract specifications; changes in economic and business
conditions in the world; failure to implement information technologies or related systems, including failure by Cooper to successfully implement an
ERP system; increased competitive activity including actions by larger competitors or lower-cost
producers; the failure to achieve expected sales levels; changes in Cooper’s or
Apollo’s customer relationships, including loss of particular business for competitive or other reasons; litigation brought against Cooper or Apollo,
including products liability claims, which could result in material damages against Cooper or Apollo;
changes to tariffs or the imposition of new tariffs or trade restrictions; changes in pension
expense and/or funding resulting from investment performance of Cooper’s pension plan assets and changes in discount rate,
salary increase rate, and expected return on plan assets assumptions, or changes to related accounting
regulations; government regulatory and legislative initiatives including environmental and
healthcare matters; volatility in the capital and financial markets or changes to the credit markets and/or access to those
markets; changes in interest or foreign exchange rates; an adverse change in Cooper’s or
Apollo’s credit ratings, which could increase borrowing costs and/or hamper access to the
credit markets; the risks associated with doing business outside of the United States; the failure to develop technologies, processes or
products needed to support consumer demand; technology advancements; the inability to recover the
costs to develop and test new products or processes; the impact of labor problems, including
labor disruptions at Cooper or Apollo or at one or more of their large customers or suppliers; failure to attract or retain key
personnel; consolidation among competitors or customers; inaccurate assumptions used in developing
Cooper’s or Apollo’s strategic plan or operating plans or the inability or failure to
successfully implement such plans; failure to successfully integrate acquisitions into operations or their related financings may impact liquidity
and capital resources; changes in Cooper’s relationship with joint-venture partners; the
inability to obtain and maintain price increases to offset higher production or material costs;
inability to adequately protect Cooper’s or Apollo’s intellectual property rights; inability to use deferred tax assets; other factors that are set forth
in management’s discussion and analysis of Cooper’s most recently filed reports with the
SEC; and uncertainties associated with the proposed acquisition of Cooper by Apollo, including
uncertainties relating to the anticipated timing of filings and approvals relating to the transaction, the expected timing of completion of
the transaction and the ability to complete the transaction. This list of factors is
illustrative, but by no means exhaustive. All forward-looking statements should be
evaluated with the understanding of their inherent uncertainty.
|