Goodyear Tires Acquires Cooper Tire Company

The Goodyear Tire & Rubber Company and Cooper Tire & Rubber Company announced on February 22, 2021 that they have signed a definitive transaction agreement that Goodyear will acquire Cooper in a transaction with a total operating value of approximately $ 2.5 billion. The transaction will expand Goodyear's product offering by combining the two complementary brand portfolios. It will also join forces in the highly profitable light truck and SUV product segments of both companies, while creating a stronger US-based manufacturer with an increasing presence in distribution and retail channels. The combined company will have sales of approximately $ 17.5 billion in proforma 2019 sales.

Under the terms of the transaction approved by the Boards of both companies, Cooper shareholders will have total equity value in cash with a fixed exchange rate of $ 41.75 per share and a fixed exchange rate of Goodyear common stock of 0.907 per Cooper share. about $ 2.8 billion. Based on Goodyear's closing stock price on February 19, 2021, the last trading day before the announcement, the implied cash and stock price to be received by Cooper shareholders is 54 per share representing a premium of 24% over Cooper's closing stock price. Is $ 36. A premium of 36% to the 30-day volume-weighted average price as of February 19, 2021 and Cooper's closing on February 19, 2021. Following the closing of the transaction, Goodyear shareholders will own approximately 84% of the combined company and the shareholders who will own Cooper approximately 16%.

Founded in 1914, Cooper is the 5th largest tire manufacturer in North America with approximately 10,000 employees working in 15 countries around the world. Cooper products are manufactured in 10 facilities worldwide, including wholly owned and joint venture facilities. The company's portfolio of brands includes Cooper, Mastercraft, Roadmaster, and Mickey Thompson.

“This is an exciting and transformative day for our companies,” said Richard J. Kramer, president, chief executive officer and president of Goodyear. The addition of Cooper's complementary tire product portfolio and highly capable manufacturing assets, together with Goodyear's technology and industry-leading distribution, provides the combined company with enhanced cost efficiency opportunities and a broader offering for both companies' retailer networks. We are confident that this combination will enable us to provide enhanced service for our customers and consumers while providing value for our shareholders. "


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