Eaton’s Pending Acquisition of Cooper Receives Clearance from Competition Bureau of Canada
12 Settembre 2012 - 2:30AM
Business Wire
Diversified industrial manufacturer Eaton Corporation (NYSE:
ETN) today announced that its previously announced pending
acquisition of Cooper Industries plc has received clearance from
the Competition Bureau of Canada. Receipt of this clearance
satisfies a condition to the closing of the transaction. The
transaction remains subject to other customary closing conditions,
including, among others, certain additional regulatory clearances
and approval by the shareholders of both Eaton and Cooper.
Eaton is a diversified power management company with more than
100 years of experience providing energy-efficient solutions that
help our customers effectively manage electrical, hydraulic and
mechanical power. With 2011 revenues of $16.0 billion, Eaton is a
global technology leader in electrical components, systems and
services for power quality, distribution and control; hydraulics
components, systems and services for industrial and mobile
equipment; aerospace fuel, hydraulics and pneumatic systems for
commercial and military use; and truck and automotive drivetrain
and powertrain systems for performance, fuel economy and safety.
Eaton has approximately 73,000 employees and sells products to
customers in more than 150 countries. For more information, visit
www.eaton.com.
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.
Important Additional Information Has Been and Will be Filed
with the SEC
A registration statement on Form S-4 has been filed with the
SEC, which includes the Joint Proxy Statement of Eaton Corporation
(“Eaton”) and Cooper Industries plc (“Cooper”) that also
constitutes a Prospectus of Eaton Corporation plc(1). The
registration statement was declared effective on September 7, 2012.
Eaton and Cooper plan to mail to their respective shareholders (and
to Cooper Equity Award Holders for information only) the definitive
Joint Proxy Statement/Prospectus (including the Scheme) in
connection with the transaction. Investors and shareholders are
urged to read the Joint Proxy Statement/Prospectus (including the
Scheme) and other relevant documents filed or to be filed with the
SEC carefully because they contain or will contain important
information about Eaton, Cooper, Eaton Corporation plc, the
transaction and related matters. Investors and security holders
will be able to obtain free copies of the definitive Joint Proxy
Statement/Prospectus (including the Scheme) and other documents
filed with the SEC by Eaton Corporation plc, Eaton and Cooper
through the website maintained by the SEC at www.sec.gov. In addition, investors and
shareholders will be able to obtain free copies of the definitive
Joint Proxy Statement/Prospectus (including the Scheme) and other
documents filed by Eaton and Eaton Corporation plc with the SEC by
contacting Eaton Investor Relations at Eaton Corporation, 1111
Superior Avenue, Cleveland, OH 44114 or by calling (888) 328-6647,
and will be able to obtain free copies of the definitive Joint
Proxy Statement/Prospectus (including the Scheme) and other
documents filed by Cooper by contacting Cooper Investor Relations
at c/o Cooper US, Inc., P.O. Box 4446, Houston, Texas 77210 or by
calling (713) 209-8400.
(1) Currently named Eaton Corporation Limited but expected to be
re-registered as Eaton Corporation plc prior to the consummation of
the transaction.
Participants in the Solicitation
Cooper, Eaton and Eaton Corporation plc and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the respective shareholders of
Cooper and Eaton in respect of the transaction contemplated by the
Joint Proxy Statement/Prospectus. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the
solicitation of the respective shareholders of Cooper and Eaton in
connection with the proposed transaction, including a description
of their direct or indirect interests, by security holdings or
otherwise, is set forth in the definitive Joint Proxy
Statement/Prospectus. Information regarding Cooper’s directors and
executive officers is contained in Cooper’s Annual Report on Form
10-K for the year ended December 31, 2011 and its Proxy Statement
on Schedule 14A, dated March 13, 2012, which are filed with the
SEC. Information regarding Eaton’s directors and executive officers
is contained in Eaton’s Annual Report on Form 10-K for the year
ended December 31, 2011 and its Proxy Statement on Schedule 14A,
dated March 16, 2012, which are filed with the SEC.
Statement Required by the Takeover Rules
The directors of Eaton Corporation accept responsibility for the
information contained in this communication. To the best of the
knowledge and belief of the directors of Eaton Corporation (who
have taken all reasonable care to ensure such is the case), the
information contained in this communication is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
Persons interested in 1% or more of any relevant securities in
Eaton or 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).
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