Cooper Shareholders Approve Proposals Relating to Eaton's Acquisition of Cooper

DUBLIN, Nov. 2, 2012 /PRNewswire/ -- As previously announced on October 26, 2012, the shareholders of both Cooper Industries plc and Eaton Corporation approved the proposals relating to Eaton's acquisition of 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.

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Cooper and Eaton each separately filed a Form 8-K on October 26, 2012 setting forth the detailed results for the votes cast for and against each proposal presented at their special shareholder meetings.  The Irish Takeover Rules requires that Cooper also disclose the detailed voting results for each of the proposals in a press release.

Following are the voting results for Cooper's Special Court-Ordered Meeting and Extraordinary General Meeting that were held on October 26, 2012, as previously reported in Cooper's Form 8-K.

Of the 161,489,215 Cooper shares outstanding as of the record date and entitled to vote at the special meetings, 68% were represented in person or by proxy at the meetings, constituting a quorum for the transaction of business.  Abstentions are not considered votes cast at the meetings.  Because approval of all proposals is based on votes properly cast at the meeting, abstentions do not have any effect on the outcome of the voting.

Special Court-Ordered Meeting

Proposal 1: To approve the scheme of arrangement.

Cooper shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:

In addition, of the 2,699 record shareholders voting on the proposal, 2,483 record shareholders or 91.99% voted in favor of the proposal.

Extraordinary General Meeting

Proposal 1:  To approve the scheme of arrangement and authorize the directors of Cooper to take all such actions as they consider necessary or appropriate for carrying the scheme of arrangement into effect.

Cooper shareholders approved the proposal with the following voting results including the percentage of votes cost for and against the proposal:

Proposal 2:  To approve the cancellation of any Cooper ordinary shares in issue prior to 10:00 p.m., Irish time, on the day before the Irish High Court hearing to sanction the scheme.

Cooper shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:

Proposal 3:  To authorize the directors of Cooper to allot and issue new Cooper shares, fully paid up, to New Eaton in connection with effecting the scheme.

Cooper shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:

Proposal 4:  To amend the articles of association of Cooper so that any ordinary shares of Cooper that are issued at or after 10:00 p.m., Irish time, on the last business day before the scheme becomes effective are acquired by New Eaton for the scheme consideration.

Cooper shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:

Proposal 5:  To approve the reduction of the share premium of New Eaton resulting from (i) the issuance of New Eaton shares pursuant to the scheme and (ii) a subscription for New Eaton shares by Eaton Sub prior to the merger, in order to create distributable reserves of New Eaton.

Cooper shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:

Proposal 6:  To approve, on a non-binding advisory basis, specified compensatory arrangements between Cooper and its named executive officers relating to the transaction.

Cooper shareholders did not approve the proposal with the following voting results including the percentage of votes cast for and against the proposal:

Proposal 7: To adjourn the Cooper extraordinary general meeting, or any adjournments thereof, to solicit additional proxies if there are insufficient proxies at the time of the extraordinary general meeting to approve the scheme of arrangement or resolutions 2 through 6.

Proposal 7 was not voted upon at the meeting because there were sufficient proxies at the time of the extraordinary general meeting voting in favor of all the proposals necessary to approve and implement the scheme of arrangement.

About Cooper

Cooper is a diversified global manufacturer of electrical components and tools, with 2011 revenues of $5.4 billion.  Founded in 1833, Cooper's sustained success is attributable to a constant focus on innovation and evolving business practices, while maintaining the highest ethical standards and meeting customer needs.  Cooper has seven operating divisions with leading positions and world-class products and brands including Bussmann electrical and electronic fuses; Crouse-Hinds and CEAG explosion-proof electrical equipment; Halo and Metalux lighting fixtures; and Kyle and McGraw-Edison power systems products.  With this broad range of products, Cooper is uniquely positioned for several long term growth trends including the global infrastructure build out, the need to improve the reliability and productivity of the electric grid, the demand for higher energy-efficient products and the need for improved electrical safety.  In 2011, 62 percent of total sales were to customers in the industrial and utility end-markets and 40 percent of total sales were to customers outside the United States.  Cooper has manufacturing facilities in 23 countries as of 2011.

Statement Required By The Takeover Rules

The directors of Cooper accept responsibility for the information contained in this communication.  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 communication for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Persons interested in one percent or more of any relevant securities in Cooper may from the date of this communication have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).

Contact: Kyle McClure
Director, Treasury and Investor Relations
713-209-8631
[email protected]

SOURCE Cooper Industries plc

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