COOPER TIRE & RUBBER COMPANY Item 1.01. Entry into a Material Definitive Agreement.
On
The board of directors of the Company has unanimously approved the Merger Agreement and resolved to recommend the adoption of the Merger Agreement by the Company stockholders, who will be asked to vote on the adoption of the Merger Agreement at a special stockholders meeting.
At the effective time of the Merger and upon consummation of the Merger, subject
to the terms and conditions set forth in the Merger Agreement, each share of the
Company's common stock issued and outstanding immediately prior to the effective
time of the Merger (other than dissenting shares, stock options, restricted
stock units, performance stock units, treasury shares held by the Company and
shares of the Company's common stock owned directly or indirectly by the
Company, Goodyear or Merger Sub) will be converted into the right to receive
With regard to the Merger Consideration, if the aggregate number of shares of Goodyear common stock to be issued in connection with the Merger would exceed 19.9% of the shares of Goodyear common stock issued and outstanding immediately prior to the closing of the Merger (the "Share Cap"), (1) the Exchange Ratio will be reduced by the smallest number that causes the total number of shares of Goodyear common stock to not exceed the Share Cap and (2) the amount of cash per share to be received by the Company's shareholders will be increased by an amount in cash on a per share basis to offset such adjustment.
At the effective time of the Merger and upon consummation of the Merger, subject
to the terms and conditions set forth in the Merger Agreement, (1) each
outstanding and unexercised option to purchase shares of the Company's common
stock, whether vested or unvested, will be converted into the right to receive
an amount in cash equal to the product of (A) the total number of shares of the
Company's common stock subject to such option and (B) the excess, if any, of
(i) the sum of (x)
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less any required withholding taxes, equal to the product of (A) the number of
performance cash units determined as if the applicable performance goals had
been achieved for such measurement period at the target level of performance,
prorated for the number of days between the commencement of the applicable
measurement period and the effective time of the Merger as compared to the
number of days in the entire measurement period, and (B)
Consummation of the Merger is subject to the satisfaction or (subject to the
extent permitted by applicable law) waiver of certain customary closing
conditions, including (1) the adoption of the Merger Agreement by a majority of
the stockholders of the Company, (2) the expiration or termination of any
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 and certain other regulatory filings, consents and approvals, (3) the
absence of any laws or orders in any jurisdiction in which Goodyear or the
Company has material business operations prohibiting the consummation of the
Merger, (4) Goodyear's registration statement on Form S-4 having become
effective under the Securities Act of 1933 and the absence of any stop order or
action or proceeding by or before the
Each of the Parent Parties and the Company has made customary representations and warranties in the Merger Agreement. Each of the Parent Parties and the Company has agreed to use reasonable best efforts to cause the Merger to be consummated in the most reasonably expeditious manner possible. The Company has agreed to various covenants in the Merger Agreement, including, among other things, (1) to conduct its business in the ordinary course consistent with past practice during the period between the execution of the Merger Agreement and the closing of the Merger, (2) to call a special meeting of the stockholders to adopt the Merger Agreement and (3) not to solicit alternative acquisition proposals. The Parent Parties have also agreed to various covenants in the Merger Agreement, including, subject to certain exceptions set forth in the Merger Agreement, taking, or causing their subsidiaries to take, any and all actions required to obtain all required regulatory approvals, provided that the Parent Parties are not required to take any action that would reasonably be . . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On, and effective as of,
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The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by the actual Bylaws, as amended by the Bylaw Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additional Information and Where to Find It
This communication is being made in respect of a proposed business combination
involving the Company and Goodyear. In connection with the proposed transaction,
Goodyear will file with the
GOODYEAR AND THE COMPANY URGE INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain these materials (when they
are available) and other documents filed with the
Participants in the Solicitation
Each of the Company, Goodyear and their respective directors, executive officers
and certain other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding these persons who may, under the rules of the
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as "anticipate," "believe," "could," "design," "estimate," "expect," "forecast," "goal," "guidance," "imply," "intend," "may," "objective," "opportunity," "outlook," "plan," "position," "potential," "predict," "project," "prospective," "pursue," "seek," "should," "strategy," "target," "will," "would" or other similar expressions that convey the uncertainty of future events or outcomes. In accordance with "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements.
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Forward-looking statements include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or uncertainties that relate to: the ability to complete the proposed merger of the Company and Goodyear on anticipated terms and timetable; the effect of restructuring or reorganization of business components; uncertainty and weaknesses in global economic conditions, including the impact of the ongoing coronavirus (COVID-19) pandemic, or similar public health crises, on the Company's and Goodyear's financial condition, operations, distribution channels, customers and suppliers, as well as potentially exacerbating other factors discussed herein; continued volatility in raw material and energy prices, including those of rubber, steel, petroleum-based products and natural gas or the unavailability of such raw materials or energy sources, which may impact the price-adjustment calculations under sales contracts; the ability to cost-effectively achieve planned production rates or levels; the ability to successfully identify and consummate any strategic investments or development projects; the outcome of any contractual disputes with customers, joint venture partners or any other litigation or arbitration; impacts of existing and increasing governmental regulation and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorization of, or from, any governmental or regulatory entity and costs related to implementing improvements to ensure compliance with regulatory changes the ability to maintain adequate liquidity, level of indebtedness and the availability of capital could limit cash flow available to fund working capital, planned capital expenditures, acquisitions and other general corporate purposes or ongoing needs of the business; the ability to continue to pay cash dividends, and the amount and timing of any cash dividends; availability of capital and ability to maintain adequate liquidity; the impact of labor problems, including labor disruptions at the Company, its joint ventures, or at one or more of its large customers or suppliers; the ability of our customers, joint venture partners and third party service providers to meet their obligations on a timely basis or at all; adverse changes in interest rates and tax laws; and the potential existence of significant deficiencies or material weakness in our internal control over financial reporting.
We have based our forward-looking statements on our current expectations, estimates and projections about our industry and our partnership. We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties, and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our 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 our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements. Differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following: the failure to obtain approval of the transaction by the stockholders of the Company and the failure to satisfy various other conditions to the closing of the transaction contemplated by the Merger Agreement; the failure to obtain governmental approvals of the transaction on the proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
2.1 Agreement and Plan of Merger, dated February 22, 2021 by and
among Cooper Tire & Rubber Company , The Goodyear Tire & Rubber
Company and Vulcan Merger Sub Inc. *
3.1 Bylaws of the Company, as amended as of February 21, 2021
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
* Certain exhibits and schedules have been omitted and the Company agrees to
furnish supplementally to the Commission a copy of any omitted exhibits upon
request.
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