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.