FINDLAY, Ohio—Cooper Tire & Rubber Co. is planning a special shareholders' meeting for April 30 during which shareholders will be asked to vote on Goodyear's offer to buy Cooper outright.
As part of Cooper Tire's precautions regarding COVID-19, the special meeting will be a "virtual" meeting, according to information posted by Goodyear in an S-4 Registration Document filed with the Securities and Exchange Commission.
Shareholders will need to register beforehand and obtain a pass code for the meeting. Details for that process are still being finalized.
As reported previously, Goodyear has offered to buy all outstanding shares of Cooper Tire for $41.75 per share in cash plus 0.907 share of Goodyear stock. The offer represents a 24 percent premium over the prevailing share price on Feb. 19, the last full day of trading before the offer was made public.
After the merger, Cooper Tire will become a direct, wholly owned subsidiary of Goodyear and will no longer be a publicly held company. Goodyear will issue up to approximately 46.4 million shares of Goodyear common stock to Cooper Tire stockholders in the merger.
As a result of these issuances, current Goodyear shareholders and Cooper Tire stockholders are expected to hold approximately 84 percent and 16 percent, respectively, of the outstanding shares of Goodyear common stock following completion of the merger.
In addition, following the merger, Cooper Tire common stock will be delisted from the New York Stock Exchange and will be deregistered under the Exchange Act.
During the special shareholders' meeting, Cooper shareholders also will vote on a non-binding advisory proposal to approve the compensation that may be paid or become payable to Cooper Tire's named executive officers that is based on or otherwise relates to the merger.
Cooper's regular annual shareholders' meeting is scheduled for May 7.
