FINDLAY, Ohio—Cooper Tire & Rubber Co. was courting at least one other interested suitor actively until June 11, the day its board of directors accepted Apollo Tyres Ltd.'s buyout offer of $35 a share, the company disclosed in a proxy statement released last week.
Cooper also disclosed in the proxy that Apollo's interest in merging with or buying Cooper dated back at least to mid-2011, and throughout the 10 months prior to accepting Apollo's offer, it approached and/or held discussions with as many as 10 possible other suitors to gauge their interest level.
The last, serious suitor other than Apollo, referred to in the proxy as "Party C," was considering an offer in March/April in the $33 to $35 per share range, Cooper said, but needed two to three more months time to complete due diligence. Cooper described Party C as a consortium group comprising strategic and financial sponsors.
Even while closing in on the deal with Apollo, representatives of Cooper senior management and law firm Jones Day contacted Party C up until June 10 "…several times to encourage Party C to complete its due diligence as quickly as possible and to engage in substantive discussions regarding a potential transaction," the proxy states.
"Despite these efforts, Party C only engaged in limited due diligence activities and did not engage in substantive discussions," Cooper said.
The Findlay-based tire maker's board instead opted to accept Apollo's offer on June 11. Cooper and Apollo made the pending deal public on June 12.
Among the other possible suitors mentioned in the proxy, Cooper identified three as "tire makers."
Cooper also disclosed another suitor, "Party B"—referred to as a consortium of financial sponsors that had expressed a verbal offer in mid-March in the $34 to $36 per share range, But that offer was withdrawn in early April, Cooper said in its proxy.