Ademi LLP is investigating Cooper (NYSE:CTB) for possible breaches of fiduciary duty and other violations of law in its transaction with Goodyear.
Ademi LLP alleges Cooper’s financial outlook is improving and yet Cooper shareholders will receive only $41.75 per share in cash and a fixed exchange ratio of 0.907 shares of Goodyear common stock per Cooper share. The merger agreement unreasonably limits competing bids for Cooper by prohibiting solicitation of further bids, and imposing a termination penalty if Cooper accepts a superior bid. Cooper insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Cooper’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Cooper.