Eaton Corporation To Acquire Cooper Industries plc

Eaton Corporation and Cooper Industries plc announced they have entered into a definitive agreement under which Eaton will acquire Cooper in a transaction. At the close of the transaction, which is expected in the second half of 2012, Eaton and Cooper will be combined under a new company incorporated in Ireland, where Cooper is incorporated as on May 21, 2012. The newly created company, which is expected to be called Eaton Global Corporation Plc or a variant thereof (New Eaton), will be led by Alexander M. Cutler, Eaton’s current Chairman and Chief Executive Officer. The Acquisition will be financed with a mixture of cash, debt, and equity. Under the terms of the Transaction Agreement, Cooper Shareholders will receive $39.15 in cash and 0.77479 shares of New Eaton for each Cooper share. Based on the Closing Price for Eaton common stock on Friday May 18, 2012, Cooper Shareholders will receive cash and shares valued at $72.00 per share, representing a premium of 29% and a total transaction equity value of approximately $11.8 billion. Eaton Shareholders will receive one share of the new company for each share of Eaton that they own upon closing. The transaction will be taxable, for U.S. federal income tax purposes, to both the Eaton Shareholders and the Cooper Shareholders. Eaton Shareholders are expected to own approximately 73% of the combined company while legacy Cooper Shareholders are expected to own approximately 27%.