Eaton Corporation and Cooper Industries plc have scheduled
shareholder meetings for Friday, October 26 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 to which Eaton will acquire Cooper
through the formation of a new holding company incorporated in Ireland that
will be renamed Eaton Corporation 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, 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 in 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.
Each company’s shareholders of record as of the close of
business on September 13 are entitled to vote at their respective meetings.
Eaton and Cooper will begin mailing a joint proxy
statement/prospectus to their respective shareholders in the coming days. This
joint proxy statement/prospectus provides information for shareholders of both
companies, as well as instructions on voting online, by mail, by telephone or
in person.