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:
For
|
Against
|
Abstain
|
108,642,916 99.45%
|
594,461
.55%
|
562,022
|
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:
For
|
Against
|
Abstain
|
108,980,764 99.46%
|
581,241
.54%
|
502,491
|
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:
For
|
Against
|
Abstain
|
108,882,896 99.45%
|
592,644
.55%
|
588,956
|
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:
For
|
Against
|
Abstain
|
108,909,358 99.46%
|
587,002
.54%
|
568,136
|
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:
For
|
Against
|
Abstain
|
108,910,655 99.47%
|
575,556
.53%
|
578,285
|
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:
For
|
Against
|
Abstain
|
108,957,679 99.49%
|
554,610
.51%
|
552,207
|
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:
For
|
Against
|
Abstain
|
43,390,009
40.67%
|
63,284,396
59.33%
|
3,390,091
|
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
kyle.mcclure@cooperindustries.com
SOURCE Cooper Industries plc