According to the law firm press release, the Complaint alleges that Defendants violated the federal securities laws by issuing a series of materially misleading statements and omissions in connection with the proposed acquisition of the Company by Apollo, an India-based tire company, announced on June 12, 2013 (the "Merger"). Among other things, Cooper falsely represented the significant risks associated with the Merger by concealing the fact that the Company lacked control over its most important subsidiary, Cooper Chengshan Tire Company, Ltd. ("CCT"). Further, the Complaint alleges that Defendants 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 Cooper's 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 (the "Proxy Statement"), as well as in other communications soliciting shareholder approval of the deal.
Cooper shareholders voted to approve the Merger on September 30, 2013. Beginning on October 4, 2013, a series of disclosures alerted investors to the fact that the Merger was imperiled. 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.
On August 6, 2014, the Court issued an Order appointing lead plaintiffs and approving the selection of lead counsel.
On July 1, 2015, the Court issued an Order dismissing this case.