Ryan & Maniskas, LLP announced yesterday that a class action lawsuit has been filed in the United States District Court for the District of Delaware on behalf of purchasers of Cooper Tire & Rubber Co. common stock during the period between June 12, 2013 and November 8, 2013, and all Cooper shareholders who held shares as of the record date of August 30, 2013 and were entitled to vote with respect to the proposed merger between Cooper and Apollo Tyres Ltd.
The lawsuit alleges that Cooper Tire & Rubber Co. violated federal securities laws by issuing a series of materially misleading statements and omissions in connection with the proposed purchase of the Company by Apollo, an Indian-based tire company, last summer. Among other things, the suit alleges that the company falsely represented the significant risks associated with the Merger by concealing the fact that Cooper lacked control over its most important subsidiary, Cooper Chengshan Tire Company, Ltd. Further, the lawsuit alleges that Cooper concealed the fact that Cooper’s joint venture partner, Chengshan Group, which had a 35% interest in CCT, opposed the Merger, and had in fact sought to acquire Cooper for itself. In addition, the Complaint alleges that Cooper misrepresented their own financial condition, financial prospects, and the effectiveness of the Company’s internal controls. These and similar misrepresentations and omissions were included in the proxy statement Cooper issued on August 30, 2013, seeking shareholder approval of the Merger, as well as in other communications soliciting shareholder approval of the deal.
Cooper shareholders voted to approve the Merger on September 30, 2013. Less than a week later, a series of disclosures alerted investors to the fact that the merger was in danger. On October 7, 2014, Cooper filed a Form 8-K with the SEC which included a press release revealing that the Merger was in jeopardy and that Cooper had filed a lawsuit against Apollo in an attempt to force Apollo to close the deal. On November 8, 2013, the Delaware Chancery Court denied Cooper’s request for an order requiring Apollo to close on the Merger, holding that Apollo had not breached the Merger agreement. In response to these disclosures, Cooper stock fell significantly, falling from $31.27 per share on October 3, 2013, to close at$23.82 per share on November 8, 2013. The stock closed yesterday at $22.86 per share.
For more information about the case or to participate online, visit www.rmclasslaw.com/cases/ctb or contact Richard A. Maniskas at (877) 316-3218, or by e-mail at [email protected] For more information about class action cases in general or to learn more about Ryan & Maniskas, LLP, please visit their website: www.rmclasslaw.com.
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