Goodyear and Sumitomo Rubber Sign Final Agreements
on Global Alliance
13 June 1999
TOKYO -- The Goodyear Tire & Rubber Company and Sumitomo Rubber Industries, Ltd. (SRI) signed final agreements here today for a far-reaching global alliance between the two companies. The agreements were signed by Goodyear Chairman and Chief Executive Officer Samir G. Gibara and SRI Chairman Naoto Saito. It follows a Memorandum of Understanding reached in February, the completion of due diligence by both companies and approval by each company's Board of Directors. Goodyear and SRI, which has rights to the Dunlop tire brand in major world markets, are forming four joint venture operating companies -- one in North America, one in Europe and two in Japan, and two global, service-focused support ventures based in the United States -- one for purchasing and one for sharing tire technology. Goodyear will hold a majority operating interest in the North America, Europe and the global ventures, while SRI will have a majority operating interest in Japan. The joint ventures are expected to be operational in September 1999. "This alliance supports both companies' strategic objectives for growth and cost leadership," said Gibara. "Both will be able to compete more effectively, improve their performance through enhanced brand offerings, and generate benefits for customers, shareholders, associates and suppliers." "With SRI's strength in Japan and Europe, and Goodyear's reputation in North America and Europe, the alliance will be a formidable player in the world tire industry," said Saito. As a result of this alliance, Goodyear's consolidated annual sales are expected to increase by $2.5 billion or 20 percent. In addition, synergies will result in cost improvements and efficiencies that add an estimated $300 million to $360 million to the operating profit of the joint ventures during the next three years. "This returns Goodyear to its global leadership position in the tire industry, strengthens the company's leadership in North America, makes it a clear number two in Europe, and provides a needed foothold in the important Japanese automotive market," Gibara said. The difference between the value of the businesses in Europe and North America being consolidated and the agreed upon shareholding ratios will be settled through a balancing cash payment of $936 million to be paid by Goodyear to SRI at the date the joint ventures go into effect. Separately, Goodyear will acquire a 10 percent interest in SRI and SRI will acquire an equivalent dollar value of Goodyear shares. Goodyear will be SRI's second-largest shareholder and, effective in March 2001, will have a seat on its board of directors. After the Memorandum of Understanding was signed in February, the parties made a filing with the United States Federal Trade Commission and Department of Justice, Antitrust Division, under the Hart-Scott-Rodino Pre-merger Notification Act. The 30-day waiting period under that Act expired with no action taken by either the FTC or Department of Justice. Goodyear and SRI will be filing additional notifications under European Union regulations and in other required jurisdictions over the next few days.