Cooper Industries plc - Announcement Under Irish Takeover Rules

DUBLIN, May 22, 2012 /PRNewswire/ -- Cooper Industries plc (NYSE: CBE) (the "Company") confirms that, at the close of business on May 21, 2012, its issued share capital comprised of 159,174,539 ordinary shares of US$0.01 each ("Ordinary Shares"). The International Securities Identification Number for these securities is IE00B40K9117.

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The Company also confirms that, at the close of business on May 21, 2012, there were 895,047 restricted share units ("RSUs") with respect to 895,047 Ordinary Shares in the aggregate, 6,909,407 options to purchase Ordinary Shares ("Share Options"), and other awards including deferred shares and performance share awards (assuming the maximum performance level) with respect to 1,178,955 Ordinary Shares in the aggregate, that have been granted by the Company and which are currently outstanding.  Upon vesting, each Share Option entitles the holder to purchase one Ordinary Share at the applicable exercise price.

Enquiries:     Mr. David A. Barta     +1 (713) 209-8478

NO OFFER OR SOLICITATION

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

STATEMENT REQUIRED BY THE TAKEOVER RULES

The directors of Cooper accept responsibility for the information contained in this announcement relating to Cooper and its Associates and the directors of Cooper and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Cooper (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The holder of 1% or more of any relevant securities in the Company may from the date of this announcement have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).

Goldman Sachs is acting exclusively for Cooper and no one else in connection with the Acquisition and will not be responsible to anyone other than Cooper for providing the protections afforded to clients of Goldman Sachs or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction or arrangement referred to herein.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE THIS WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

SOURCE Cooper Industries plc

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