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Merger Agreement
6 Months Ended
Jun. 30, 2013
Business Combinations [Abstract]  
Merger Agreement

2.  Merger Agreement

On June 12, 2013, the Company and Apollo Tyres Ltd. (“Apollo”) announced the execution of a definitive merger agreement under which a wholly-owned subsidiary of Apollo will acquire the Company in an all-cash transaction valued at approximately $2.5 billion. Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, stockholders of the Company will receive $35.00 per share in cash. Closing of the deal is subject to customary closing conditions, including approval by the Company’s stockholders, obtaining certain regulatory approvals and the expiration or termination of applicable regulatory waiting periods.

At the time the deal is closed, all stock options, whether vested or unvested, will be converted into a right to receive a cash payment equal to the product of the number of shares of the Company’s stock subject to such option and the excess of $35.00 over the applicable exercise price of the option. All outstanding restricted stock units will be converted into a right to receive a cash payment equal to the number of shares of the Company’s stock represented by the award multiplied by $35.00. All outstanding performance stock units will be converted into a right to receive a cash payment equal to the number of shares of the Company’s stock earned in accordance with the terms of the award multiplied by $35.00.

The Company is a party to a trust agreement which is intended to provide funding for benefits payable and other potential payments to directors, executive officers and certain other employees under various plans and agreements of the Company. The execution of the merger agreement constituted a “potential change in control” under such plans and agreements and as a result, the Company was required to fund the estimated value of the payments to be made to the beneficiaries under the trust agreement. The Company has deposited 1,906,183 of common shares with the trustee in connection with this funding. These shares are treated as treasury shares on these financial statements and in accordance with Accounting Standards Codification 260, “Earnings Per Share”, are not included in the earnings per share calculations.

During the second quarter of 2013, the Company incurred approximately $4,100 of expenses associated with the announced merger agreement. These expenses are recorded in Selling, general & administrative expenses on the Condensed Consolidated Statements of Income.

On July 13, 2013, workers at the Company’s Cooper Chengshan Tire joint venture began a temporary work stoppage related to concerns regarding the pending merger between Apollo and the Company.