CS News

NOVI, Mich., May 3, 2013 /PRNewswire/ -- Cooper-Standard Holdings Inc. (OTCBB: COSH), the parent company of Cooper Standard Automotive, a leading global supplier of automotive sealing, fuel and brake and fluid transfer systems, today announced the preliminary results of its cash tender offer to purchase up to 4,651,162 shares of its common stock, which expired at 12:00 midnight, New York City time, at the end of the day on May 2, 2013.

Based on the preliminary count by Computershare, the Company's depositary for the tender offer, a total of 6,008,921 shares of the Company's common stock were properly tendered and not properly withdrawn in the tender offer, including 122,175 shares that were tendered through notices of guaranteed delivery. Based on these preliminary results, the tender offer is oversubscribed and the Company expects to accept for payment, on a pro rata basis, 4,651,162 shares of its common stock at a purchase price of $43.00 per share, for an aggregate cost of approximately $200 million. The Company has been informed by the depositary for the tender offer that the preliminary proration factor for the tender offer is approximately 77.4 percent. This preliminary proration factor is subject to change based on a number of factors including, among others, the actual number of tendered shares which satisfy the guaranteed delivery procedures.

The number of shares to be purchased by the Company represents approximately 26.1 percent of the Company's outstanding shares of common stock as of April 30, 2013.

The number of shares to be purchased and the proration factor under the tender offer are preliminary. Final results will be determined following the expiration of the guaranteed delivery period subject to confirmation by the depositary of the proper delivery of the shares validly tendered and not validly withdrawn. The actual number of shares to be purchased and the proration factor will be announced following the completion of the confirmation process. Payment for the shares accepted for purchase will commence promptly thereafter. Any shares validly tendered and not purchased due to proration or conditional tenders will be returned at the Company's expense promptly to the tendering stockholder.

All inquiries about the tender offer should be directed to D.F. King & Co., Inc. toll free at (800) 659-6590 (banks and brokers may call collect at (212) 269-5550).

About Cooper Standard

Cooper Standard, headquartered in Novi, Mich., is a leading global supplier of systems and components for the automotive industry. Products include sealing and trim, fuel and brake, fluid transfer, thermal and emissions and anti-vibration systems. Cooper Standard employs more than 22,000 people globally and operates in 19 countries around the world. For more information, please visit www.cooperstandard.com.

Forward Looking Statements

This news release includes "forward-looking statements," including, in particular, statements about the Company's plans, strategies, prospects, financing and tender offer. The words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "forecasts" or future or conditional verbs, such as "will," "should," "could" or "may" and variations of such words or similar expressions are intended to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, which include, but are not limited to: cyclicality of the automotive industry with the possibility of further material contractions in automotive sales and production affecting the viability and financial condition of customers; global economic uncertainty, particularly in Europe; loss of large customers or significant platforms; supply shortages; escalating pricing pressures and decline of volume requirements from customers; the Company's ability to meet significant increases in demand; availability and increasing volatility in cost of raw materials or manufactured components; the Company's ability to continue to compete successfully in the highly competitive automotive parts industry; risks associated with the Company's non-U.S. operations; foreign currency exchange rate fluctuations; the Company's ability to control the operations of joint ventures for its benefit; the effectiveness of the Company's lean manufacturing and other cost savings plans; product liability and warranty and recall claims that may be brought against the Company; work stoppages or other labor conditions; natural disasters; the Company's ability attract and retain key personnel; the Company's ability to meet customers' needs for new and improved products in a timely manner or cost-effective basis; the possibility that the Company's acquisition strategy may not be successful; the Company's legal rights to its intellectual property portfolio; environmental and other regulations; legal proceedings or commercial and contractual disputes that we may be involved in; the possible volatility of the Company's annual effective tax rate; the Company's ability to generate sufficient cash to service its indebtedness, obtain future financing, and meet dividend obligations on its 7 percent preferred stock; the Company's underfunded pension plans; significant changes in discount rates and the actual return on pension assets; the possibility of future impairment charges to the Company's goodwill and long-lived assets; the ability of certain shareholders to nominate certain members of the board of directors; operating and financial restrictions imposed on the Company by its bond indenture and credit agreement; and other risks and uncertainties, including those detailed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission. Readers should not put undue reliance on any forward-looking statements. Readers should understand that many important factors, including those discussed herein, could cause the Company's results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this news release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company's filings with the Securities and Exchange Commission (which are available from the SEC's EDGAR database at www.sec.gov, at various SEC reference facilities in the United States and via the Company's website at cooperstandard.com).

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SOURCE Cooper-Standard Holdings Inc.