Eaton and Cooper shareholders approve proposals related to Eaton’s acquisition of Cooper
As previously announced, on May 21, 2012, Eaton and Cooper entered into a transaction agreement by which Eaton will acquire 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.
There were 337,933,300 Eaton common shares outstanding as of September 13, 2012, the record date for the special meeting of Eaton’s shareholders. The proposal to adopt the transaction agreement and approve the merger was approved by shareholders holding 263,574,607 shares, representing 77.99% of the outstanding Eaton shares as of the record date and 97.97% of the shares voted at the meeting.
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Irish law requires that Cooper hold two special meetings to approve the scheme of arrangement: a court-ordered meeting and an extraordinary general meeting. The proposal to approve the scheme of arrangement was approved by more than 99% of the outstanding Cooper shares voted at each meeting.
These shareholder approvals satisfy conditions to the closing of the acquisition and the merger. The closing of these transactions remains subject to regulatory approvals and other customary closing conditions but is expected to occur later this year.
Alexander M. Cutler, Eaton chairman and chief executive officer, and Kirk Hachigian, Cooper chairman and chief executive officer, said they were pleased that shareholders approved the combination of Eaton and Cooper, which creates a premier global power management company.
“The combination of Eaton and Cooper significantly strengthens our ability to serve our customers with critical energy-saving technologies that meet the world’s growing demand for energy-efficient, safe and reliable power,” Cutler said.
“Our strong, complementary product offerings provide expanded opportunities to accelerate our global growth by addressing our customers’ most complex electrical requirements.”
Eaton and Cooper shareholders also approved proposals to create distributable reserves of New Eaton in order to facilitate payment of dividends by New Eaton after closing and other proposals necessary to implement the transaction.
Eaton and Cooper each separately filed a Form 8-K on October 26, 2012 setting forth the results of the votes cast for and against each proposal presented at their shareholder meetings.
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