Eaton Corporation (NYSE: ETN) and Cooper Industries plc (NYSE: CBE) have scheduled shareholder meetings for Friday, October 26, 2012 in connection with the proposed acquisition of Cooper by Eaton.
As previously announced on May 21, 2012, Eaton and Cooper entered into a transaction agreement pursuant to which Eaton will acquire Cooper through the formation of a new holding company incorporated in Ireland that will be renamed Eaton Corporation plc, which is referred to below as Eaton plc. The acquisition will be effected by means of a “scheme of arrangement” under Irish law, subject to the approval of the Irish High Court. As consideration for the acquisition, Cooper shareholders will receive $39.15 in cash and 0.77479 of an Eaton plc ordinary share for each Cooper share.
In connection with the acquisition, Eaton will merge with Turlock Corporation, a wholly owned subsidiary of Eaton plc. Each Eaton common share then issued and outstanding will be cancelled and automatically converted into the right to receive one ordinary share of Eaton plc. After the acquisition and the merger, Eaton shareholders are expected to own approximately 73 percent of Eaton plc’s ordinary shares and Cooper shareholders are expected to own approximately 27 percent of Eaton plc’s ordinary shares. The Eaton plc ordinary shares are expected to be listed on the New York Stock Exchange under the symbol “ETN.” The boards of directors for both companies have unanimously recommended approval of the merger to their shareholders. The transaction remains subject to customary closing conditions, including the requisite approvals of each company’s shareholders.
Eaton’s special meeting of shareholders will be held on Friday, October 26, 2012, at 3 p.m. Eastern time, at Eaton Center, located at 1111 Superior Avenue, Cleveland, Ohio. This meeting is being held to seek shareholder approval of the transaction agreement and the merger and related matters.There will be two meetings of the Cooper shareholders on October 26, 2012 in connection with the transaction. Both meetings will be held at the Chase Tower located at 600 Travis Street, Houston, Texas. The first meeting, which is convened by order of the Irish High Court, will be held at 11:00 a.m. Central time. Following this meeting, an extraordinary general meeting of Cooper shareholders will be held pursuant to Cooper’s articles at 11:10 a.m. Central time (or, if later, as soon possible after the conclusion or adjournment of the first meeting). Both meetings are being held to seek shareholder approval of the scheme of arrangement in accordance with Irish law, and the approval of related matters by the Cooper shareholders will also be sought at the extraordinary general meeting.
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