Eaton and Cooper entered into a transaction agreement on May 21 of this year 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.
The proposal to adopt the transaction agreement and approve the merger was
approved by shareholders holding 263,574,607 shares, representing 77.99% of the
outstanding Eaton shares as of the record date and 97.97% 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%
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.