Eaton Corporation (NYSE: ETN) and Cooper Industries plc (NYSE: CBE) announce, for purposes of the Irish Takeover Rules, that the definitive Joint Proxy Statement/Prospectus (comprising the definitive Scheme Document required under Irish law) is being sent as of today’s date to the shareholders of Eaton and Cooper.
The definitive Joint Proxy Statement/Prospectus contains, among other things, information relating to the proposed acquisition of Cooper by Eaton through the formation of a new holding company incorporated in Ireland, the scheme of arrangement, and the transaction agreement. The definitive Joint Proxy Statement/Prospectus sent to Eaton’s and Cooper’s shareholders, respectively, also contains notices of the relevant meetings of Eaton’s and Cooper's shareholders, respectively, that have been scheduled in connection with the transaction.
As previously announced, the shareholder meetings of both companies have been scheduled for October 26, 2012. Eaton’s special meeting will be held at 3 p.m. Eastern time, at Eaton Center, located at 1111 Superior Avenue, Cleveland, Ohio. Both meetings of the Cooper shareholders 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, the extraordinary general meeting of Cooper shareholders will be held at 11:10 a.m. Central time (or, if later, as soon possible after the conclusion or adjournment of the first meeting).
Each company’s shareholders of record as of the close of business on September 13, 2012 are entitled to vote their shares. Shareholders may vote their shares by using a toll-free telephone number (+1-800-690-6903) or electronically over the Internet ( www.proxyvote.com). Alternatively, shareholders may file their proxies, which will accompany the definitive Joint Proxy Statement/Prospectus, by marking, signing, dating and mailing the proxy cards in accordance with the instructions contained therein. The method by which shareholders vote does not limit their right to vote in person at the applicable special meeting.A copy of the definitive Joint Proxy Statement/Prospectus is also being sent to the holders of Cooper equity awards for information purposes only to meet Irish legal requirements.
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