Eaton Corporation (NYSE: ETN) and Cooper Industries plc (NYSE:
CBE) announced that, at shareholder meetings held today, proposals
related to Eaton’s acquisition of Cooper were approved by both
Eaton’s and Cooper’s shareholders.
As previously announced, on May 21, 2012, Eaton and Cooper
entered into a transaction agreement by which Eaton will acquire
Cooper through the formation of a new Irish holding company that
will be renamed Eaton Corporation plc (“New Eaton”). The
acquisition of Cooper will be effected by a “scheme of arrangement”
under Irish law and, in connection with the acquisition, Eaton will
merge with Turlock Corporation, a wholly owned subsidiary of New
Eaton. Following the consummation of these transactions, both Eaton
and Cooper will be wholly owned subsidiaries of New Eaton.
There were 337,933,300 Eaton common shares outstanding as of
September 13, 2012, the record date for the special meeting of
Eaton’s shareholders. The proposal to adopt the transaction
agreement and approve the merger was approved by shareholders
holding 263,574,607 shares, representing 77.99 percent of the
outstanding Eaton shares as of the record date and 97.97 percent of
the shares voted at the meeting.
Irish law requires that Cooper hold two special meetings to
approve the scheme of arrangement: a court-ordered meeting and an
extraordinary general meeting. The proposal to approve the scheme
of arrangement was approved by more than 99 percent of the
outstanding Cooper shares voted at each meeting.
These shareholder approvals satisfy conditions to the closing of
the acquisition and the merger. The closing of these transactions
remains subject to regulatory approvals and other customary closing
conditions but is expected to occur later this year.
Alexander M. Cutler, Eaton chairman and chief executive officer,
and Kirk Hachigian, Cooper chairman and chief executive officer,
said they were pleased that shareholders approved the combination
of Eaton and Cooper, which creates a premier global power
management company.
“The combination of Eaton and Cooper significantly strengthens
our ability to serve our customers with critical energy-saving
technologies that meet the world’s growing demand for
energy-efficient, safe and reliable power,” Cutler said. “Our
strong, complementary product offerings provide expanded
opportunities to accelerate our global growth by addressing our
customers’ most complex electrical requirements.”
Eaton and Cooper shareholders also approved proposals to create
distributable reserves of New Eaton in order to facilitate payment
of dividends by New Eaton after closing and other proposals
necessary to implement the transaction.
Eaton and Cooper each separately filed a Form 8-K on October 26,
2012 setting forth the results of the votes cast for and against
each proposal presented at their shareholder meetings.
A copy of the Eaton Form 8-K can be found at
the following link:
http://sec.gov/Archives/edgar/data/31277/000119312512437896/d428437d8k.htm
A copy of the Cooper Form 8-K can be found at
the following link:
http://sec.gov/Archives/edgar/data/1141982/000119312512437862/d428252d8k.htm
About Eaton
Eaton is a diversified power management company with more than
100 years of experience providing energy-efficient solutions that
help our customers effectively manage electrical, hydraulic and
mechanical power. With 2011 revenues of $16.0 billion, Eaton is a
global technology leader in electrical components, systems and
services for power quality, distribution and control; hydraulics
components, systems and services for industrial and mobile
equipment; aerospace fuel, hydraulics and pneumatic systems for
commercial and military use; and truck and automotive drivetrain
and powertrain systems for performance, fuel economy and safety.
Eaton has approximately 73,000 employees and sells products to
customers in more than 150 countries.
About Cooper
Cooper is a diversified global manufacturer of electrical
components and tools, with 2011 revenues of $5.4 billion. Founded
in 1833, Cooper’s sustained success is attributable to a constant
focus on innovation and evolving business practices, while
maintaining the highest ethical standards and meeting customer
needs. Cooper has seven operating divisions with leading positions
and world-class products and brands including Bussmann electrical
and electronic fuses; Crouse-Hinds and CEAG explosion-proof
electrical equipment; Halo and Metalux lighting fixtures; and Kyle
and McGraw-Edison power systems products. With this broad range of
products, Cooper is uniquely positioned for several long term
growth trends including the global infrastructure build out, the
need to improve the reliability and productivity of the electric
grid, the demand for higher energy-efficient products and the need
for improved electrical safety. In 2011, 62 percent of total sales
were to customers in the industrial and utility end-markets and 40
percent of total sales were to customers outside the United States.
Cooper has manufacturing facilities in 23 countries as of 2011.
Eaton Safe Harbor
Statement
This communication may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
concerning Eaton, Eaton Corporation plc, the acquisition and other
transactions contemplated by the transaction agreement, our
acquisition financing, our long-term credit rating and our revenues
and operating earnings. These statements or disclosures may discuss
goals, intentions and expectations as to future trends, plans,
events, results of operations or financial condition, or state
other information relating to Eaton or Eaton Corporation plc, based
on current beliefs of management as well as assumptions made by,
and information currently available to, management. Forward-looking
statements generally will be accompanied by words such as
“anticipate,” “believe,” “plan,” “could,” “estimate,” “expect,”
“forecast,” “guidance,” “intend,” “may,” “possible,” “potential,”
“predict,” “project” or other similar words, phrases or
expressions. These forward-looking statements are subject to
various risks and uncertainties, many of which are outside of our
control. Therefore, you should not place undue reliance on such
statements. Factors that could cause actual results to differ
materially from those in the forward-looking statements include
adverse regulatory decisions; failure to satisfy other closing
conditions with respect to the acquisition; the risks that the new
businesses will not be integrated successfully or that we will not
realize estimated cost savings and synergies; our ability to
refinance the bridge loan on favorable terms and maintain our
current long-term credit rating; unanticipated changes in the
markets for our business segments; unanticipated downturns in
business relationships with customers or their purchases from
Eaton; competitive pressures on our sales and pricing; increases in
the cost of material, energy and other production costs, or
unexpected costs that cannot be recouped in product pricing; the
introduction of competing technologies; unexpected technical or
marketing difficulties; unexpected claims, charges, litigation or
dispute resolutions; new laws and governmental regulations. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties that affect our business described in our Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and other documents filed from time to time
with the SEC. We do not assume any obligation to update these
forward-looking statements.
No statement in this communication is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for Eaton.
Cooper Safe Harbor
Statement
This communication may contain forward-looking statements
concerning the acquisition, our long-term credit rating and our
revenues and operating earnings. These statements or disclosures
may discuss goals, intentions and expectations as to future trends,
plans, events, results of operations or financial condition, or
state other information relating to Cooper, based on current
beliefs of management as well as assumptions made by, and
information currently available to, management. Forward-looking
statements generally will be accompanied by words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,”
“guidance,” “intend,” “may,” “possible,” “potential,” “predict,”
“project” or other similar words, phrases or expressions. These
statements should be used with caution. They are subject to various
risks and uncertainties, many of which are outside of our control.
Factors that could cause actual results to differ materially from
those in the forward-looking statements include adverse regulatory
decisions; failure to satisfy other closing conditions with respect
to the acquisition; the risks that the new businesses will not be
integrated successfully or that we will not realize estimated cost
savings and synergies; unanticipated changes in the markets for our
business segments; unanticipated downturns in business
relationships with customers or their purchases from Cooper;
competitive pressures on our sales and pricing; increases in the
cost of material, energy and other production costs, or unexpected
costs that cannot be recouped in product pricing; the introduction
of competing technologies; unexpected technical or marketing
difficulties; unexpected claims, charges, litigation or dispute
resolutions; new laws and governmental regulations, including
changes in tax laws, tax treaties or tax regulations. We do not
assume any obligation to update these forward-looking
statements.
No statement in this communication is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for Cooper.
Statement Required By The Takeover
Rules
The directors of Eaton accept responsibility for the information
contained in this communication, other than that relating to
Cooper, its associates and the directors of Cooper and members of
their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the directors of
Eaton (who have taken all reasonable care to ensure such is the
case), the information contained in this communication for which
they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
The directors of Cooper accept responsibility for the
information contained in this communication relating to Cooper, its
associates and the directors of Cooper and members of their
immediate families, related trusts and persons connected with them.
To the best of the knowledge and belief of the directors of Cooper
(who have taken all reasonable care to ensure such is the case),
the information contained in this communication for which they
accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Persons interested in one percent or more of any relevant
securities in Eaton or Cooper may from the date of this
communication have disclosure obligations under Rule 8.3 of the
Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as
amended).
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