Cooper Tire & Rubber Company to Acquire Automotive Fluid Handling Division of Invensys.FINDLAY, Ohio--(BUSINESS WIRE)--Nov. 23, 1999-- COOPER TIRE & RUBBER COMPANY (NYSE NYSE See: New York Stock Exchange :CTB CTB Council Tax Benefit (UK) CTB Coopération Technique Belge (French: Belgian Technical Cooperation) CTB Commonwealth Transportation Board (Virginia Department of Transportation) ) today announced an agreement to acquire the automotive fluid handling division of Invensys plc, for a purchase price of $244.5 million. For the twelve months ending September 30, 1999, this automotive fluid handling division reported sales of approximately $400 million and earnings before certain restructuring charges restructuring charge The expense of reorganizing a company's operations. A restructuring charge is an infrequent expense that generally results from asset writedowns or facility closings. and interest, taxes, depreciation and amortization (EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become ) of approximately $34 million. Net operating assets Operating Assets Another term for working capital. of the business, measured on a US GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). basis and without regard to goodwill, are approximately $163 million. The division, which operates under the name Siebe Automotive, is headquartered in Southfield, Michigan Southfield is a city in Oakland County of the U.S. state of Michigan. It is a suburb of Detroit and is part of the metro Detroit area. As of the 2000 census, the city had a total population of 78,296. Southfield Township is adjacent to the city on the north side. and manufactures fluid handling automotive components, modules and sub-systems, selling directly to most major vehicle manufacturers. The company employs nearly 4000 people in 16 operating locations with business extending across North and South America South America, fourth largest continent (1991 est. pop. 299,150,000), c.6,880,000 sq mi (17,819,000 sq km), the southern of the two continents of the Western Hemisphere. , Europe and Australia. North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. and Europe represent 53 percent and 37 percent of sales, respectively. Cooper Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , Patrick W. Rooney said, "This acquisition is consistent with our Cooper 21 strategic plan to grow our automotive operations. Last month we finalized our purchase of The Standard Products Company and enhanced our growth in sealing products. This acquisition will give us the ability to grow another of our core product groups. We are pleased to enhance our own hose manufacturing capabilities with the fine products and good people who come with this business unit." Thomas A. Dattilo, Cooper President and COO, commented further, "This acquisition fits strategically into our growth plans. Not only do we gain an experienced global management team already in place, but there are significant growth opportunities already underway for this automotive business. The business now in place should enable us to increase sales in this unit at a compounded annual growth rate of 10% over 1999 levels through 2002. We are fortunate that Invensys plc's decision to exit this field has opened this opportunity for Cooper. It is our expectation that this business will be slightly accretive for the year 2000 and will further enhance earnings in the years thereafter." Continuing, Dattilo said, "Adding this fluid handling business to our own hose division creates an enormous global capability for Cooper to supply the world automotive industry The automotive industry is the industry involved in the design, development, manufacture, marketing, and sale of motor vehicles. In 2006, more than 69 million motor vehicles, including cars and commercial vehicles were produced worldwide. . We will now concentrate on managing the integration of both new business units and expanding the capability of each to create value for our shareholders." This transaction has been approved by Cooper's board of directors and is subject to the satisfaction of customary closing conditions, including regulatory clearances. Completion of this acquisition is expected to take place early in 2000. Company Description Cooper Tire & Rubber Company is headquartered in Findlay, Ohio Findlay is a city in the U.S. state of Ohio and the county seat of Hancock CountyGR6. The municipality is located in northwestern Ohio approximately 50 miles (80 km) south of Toledo. The population was 38,967 at the 2000 census. and specializes in the manufacture and marketing of rubber and plastic products. Products for Cooper's tire group include automobile, motorcycle and truck tires, inner tubes, tread rubber and equipment for the replacement market. In the automotive group, Cooper is an original equipment supplier of sealing, trim, vibration control and hose systems for the automotive industry in North America, Europe and South America. Other products for this group include rubber and plastic sealing components for the refrigeration refrigeration, process for drawing heat from substances to lower their temperature, often for purposes of preservation. Refrigeration in its modern, portable form also depends on insulating materials that are thin yet effective. industry in North America. Cooper has more than 20,000 employees and 50 manufacturing facilities in nine countries. For more information, visit the company's web site at: www.coopertire.com. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This report contains forward-looking statements regarding expectations for future financial performance which involve uncertainty and risk. It is possible the company's future financial performance may differ from expectations due to a variety of factors including, but not limited to: changes in economic and business conditions in the world, increased competitive activity, achieving sales levels to fulfill revenue expectations, consolidation among its competitors and customers, technology advancements, unexpected costs and charges, fluctuations in raw material and energy prices, changes in interest and foreign exchange rates, regulatory and other approvals, the cyclical nature of the automotive industry, risks associated with integrating the operations of The Standard Products Company and the automotive fluid handling division of Invensys, and the failure to achieve synergies or savings anticipated in both acquisitions, and other unanticipated events and conditions. It is not possible to foresee or identify all such factors. Any forward-looking statements in this report are based on certain assumptions and analyses made by the company in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Prospective investors are cautioned that any such statements are not a guarantee of future performance and actual results or developments may differ materially from those projected. The company makes no commitment to update any forward-looking statement included herein, or to disclose any facts, events or circumstances that may affect the accuracy of any forward-looking statement. |
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