Divorce Final: Goodyear Announces SRI Joint Venture Breakup Terms

Time: June. 6th  2015   Copy editor: Tyrefull

As was first reported by Tire Review on June 1, Goodyear Tire & Rubber Co. early this morning formally announced the dissolution of its business partnership with Sumitomo Rubber Industries Ltd.

And the dissolution agreement gives Goodyear the exclusive rights to continue marketing and selling Dunlop consumer and commercial truck tires across North America.

Over the past three days, both Goodyear and SRI declined to comment on whether any final separation agreement had been reached, despite numerous reports by both Nikkei and Reuters.

The “global alliance” between the two tiremakers was formed in 1999 and basically consisted of four “joint venture operating companies, one each in North America and Europe, and two in Japan,” Goodyear said.

Claiming that SRI had engaged in “anticompetitive conduct in violation of applicable antitrust law,” Goodyear in February 2014 announced that it had “began arbitration proceedings seeking the dissolution of that global alliance.” Neither party would state clearly exactly what SRI was accused of doing, or how SRI was impeding Goodyear’s interests.

Today’s announcement shed no further light on that accusation.

Under the terms of the dissolution agreement, Goodyear will pay SRI $271 million. Goodyear said the “transaction” will not impact its 2015 or 2016 financial targets or capital allocation plan, and that the funds will come from the approximately $600 million already designated for restructurings under the capital allocation plan.

Goodyear will also repay a pre-existing debt of approximately $55 million to SRI within three years, and sell the 3.4 million shares of SRI common stock it currently owns.

In North America, SRI will acquire Goodyear’s 75% interest in Goodyear Dunlop Tires North America Ltd., which primarily manufactures and sells Dunlop brand tires in North America, including full ownership of the joint venture’s tire plant in Tonawanda, N.Y. SRI already owns a 25% stake in that joint venture.

Goodyear will retain exclusive rights to sell Dunlop brand consumer and medium truck tires on the replacement markets in the U.S., Canada and Mexico, as well as to non-Japanese vehicle manufacturers in those countries.

SRI will also assume full ownership of the Dunlop motorcycle tire business in North America, and have rights to sell Dunlop-brand motorcycle tires to Japanese vehicle manufacturers in the U.S., Canada and Mexico.

In Europe, Goodyear will acquire SRI’s 25% interest in Goodyear Dunlop Tires Europe B.V. Goodyear already owns 75% of that joint venture. Goodyear will continue to have the “exclusive rights to sell Dunlop brand tires in both replacement and original equipment consumer, commercial, motorcycle and racing markets in European countries where the current joint venture exclusively serves the market.”

SRI will obtain exclusive rights to sell Dunlop brand tires in certain countries that were previously non-exclusive under the global alliance, including Russia, Turkey and parts of Africa.

In Japan, Goodyear will acquire SRI’s 75% interest in Nippon Goodyear Ltd., which serves the replacement market in Japan with Goodyear brand tires. Goodyear already held a 25% stake in that joint venture.

In turn, SRI will acquire Goodyear’s 25% interest in Dunlop Goodyear Tires Ltd., which serves the OE market in Japan with both Goodyear and Dunlop brand tires. SRI already holds a 75% share of that business.

Goodyear will also “regain exclusive rights to serve the Japanese replacement and original equipment markets with Goodyear-brand tires,” Goodyear said, while “SRI will continue to have exclusive rights to sell Dunlop brand tires in the Japanese replacement and original equipment markets.”

Goodyear-SRI Global Purchasing Co. (the two firms’ joint purchasing joint venture), which was split 80-20 between Goodyear and SRI, and SRI Global Technology LLC (the joint technology development joint venture), which was split 51-49 between Goodyear and SRI, will both be dissolved as part of the agreement.

The transaction is subject to customary closing conditions and regulatory approvals, as well as SRI’s completion of a labor agreement with the USW for the Tonawanda plant, required under the Goodyear-USW master contract.

"While we have derived value from the alliance over the last 16 years, Goodyear is well positioned today to pursue our strategy on our own,” said Goodyear Chairman and Chief Executive Officer Rich Kramer. “This successful resolution increases our flexibility to grow profitably as we continue to focus on delivering strong performance and sustainable economic value.

"We are committed to a smooth and orderly transition that will be seamless to our customers and consumers in North America, Europe and Japan.”

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