By THE COURIER STAFF - "It is time to move our business forward," said Roy Armes, Cooper chief executive officer.

By THE COURIER STAFF - "It is time to move our business forward," said Roy Armes, Cooper chief executive officer.

"While the strategic rationale for a business combination with Apollo is compelling, it is clear that the merger agreement both companies signed on June 12 will not be consummated by Apollo and we have been notified that financing for the transaction is no longer available," Armes said.

Armes said Cooper must regain control of its joint venture Cooper Chengshan (Shandong) Tire Co. factory in Rongcheng, China, which has more 5,000 workers who can build 15 million tires per year.

The Chinese have protested the merger since early summer by withholding financial information, blocking Cooper executives from the plant, and refusing to manufacture Cooper-brand tires.

"The issues (in China) were driven by the merger agreement and, with the agreement now terminated, Cooper is working independently to restore normal operations ... including obtaining the information needed for Cooper to resume regular financial reporting as soon as possible," Armes said.

Once resolved, he said, "Cooper will be in a position to address additional options for the deployment of capital targeted at returning value for our stockholders," Armes said.

The company then would be "open to all potential paths," Brad Hughes, Cooper's chief financial officer, said during a webcast Monday. He would not elaborate.

Cooper has yet to file a third-quarter financial statement with the U.S. Securities and Exchange Commission because of the lack of information from China.

Apollo, which would have become the world's seventh-largest tiremaker by absorbing Cooper, fired back on Monday.

"While Cooper's lack of control over its largest subsidiary and inability to meet its legal and contractual financial reporting obligations has considerably complicated the situation, Apollo has made exhaustive efforts to find a sensible way forward over the last several months," Apollo said.

"However, Cooper has been unwilling to work constructively to complete a transaction that would have created value for both companies and their shareholders. Cooper's actions leave Apollo no choice but to pursue legal remedies for Cooper's detrimental conduct," it said.

Armes predicted Cooper, the 16th-largest tiremaker, will thrive on its own.

"Our business model is strong," Armes said, "and, despite the challenges this year, we are coming off record operating profit through the first half of the year and expect to continue to be profitable for the second half, ending the year with a strong balance sheet."

Armes also said Cooper is not through with legal action against Apollo.

"We will continue to pursue the legal steps necessary to protect the interests of our company and our stockholders. Our focus will be squarely on our business and moving it forward," he said.

In a filing in the Delaware Court of Chancery on Dec. 20, Cooper said it intends to seek damages against Apollo, and suggested a conference with the court and Apollo in January.

Under the merger agreement, either company could abandon the deal without penalty if the purchase was not completed by today, and that company was not at fault.

Apollo, however, would have to pay Cooper $112.5 million if it backed out without legitimate reason or if it was to blame for missing the Dec. 31 deadline.

But Cooper thus far has failed to persuade Delaware court Vice Chancellor Sam Glasscock III that Apollo is to blame. Glasscock, in a preliminary decision last month, ruled that Apollo was making reasonable efforts to complete the deal.

The June 12 agreement called for Apollo to pay $35 per share for Cooper stock, a premium of about 40 percent. Cooper's stock was $23.56 per share the day before the merger was announced.

Cooper shareholders approved the merger Oct. 31.

The markets on Monday endorsed the merger's demise.

Cooper's stock closed at $24.20 per share, up $1.24 or 5.4 percent.

Apollo's stock has been surging lately on expectations of the deal's collapse, and stood at a 52-week high on Monday.

As the deal bogged down during the fall, Apollo indicated it would seek a lower sale price from Cooper.

"I want to set the record straight," Armes said during Monday's webcast. "Cooper never received a proposal from Apollo to reduce the share price that included committed financing or that did not come with unreasonable risk for our company and our stockholders."

As CEO, Armes stood to gain about $21 million from the sale and related payouts, according to Securities and Exchange Commission filings. He earned $6.9 million in 2012.

Members of United Steelworkers Local 207L, which represents Cooper workers in Findlay, had mixed emotions about Cooper's announcement, local President Rod Nelson said.