Filed by Eaton Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: Cooper Industries plc; Eaton Corporation
Filers SEC File No.: 1-1396
Date: September 19, 2012
|Date||September 19, 2012|
|Contact||Gary Klasen, Eaton, (216) 523-4736 David Barta, Cooper, (713) 209-8478|
|Donald Bullock, Eaton, (216) 523-5127|
Eaton and Cooper Announce the Sending of the Definitive Joint Proxy Statement/Prospectus
CLEVELAND, OHIO and DUBLIN, IRELAND Eaton Corporation (NYSE: ETN) and Cooper Industries plc (NYSE: CBE) announce, for purposes of the Irish Takeover Rules, that the definitive Joint Proxy Statement/Prospectus (comprising the definitive Scheme Document required under Irish law) is being sent as of todays date to the shareholders of Eaton and Cooper.
The definitive Joint Proxy Statement/Prospectus contains, among other things, information relating to the proposed acquisition of Cooper by Eaton through the formation of a new holding company incorporated in Ireland, the scheme of arrangement, and the transaction agreement. The definitive Joint Proxy Statement/Prospectus sent to Eatons and Coopers shareholders, respectively, also contains notices of the relevant meetings of Eatons and Coopers shareholders, respectively, that have been scheduled in connection with the transaction.
As previously announced, the shareholder meetings of both companies have been scheduled for October 26, 2012. Eatons special meeting will be held at 3 p.m. Eastern time, at Eaton Center, located at 1111 Superior Avenue, Cleveland, Ohio. Both meetings of the Cooper shareholders will be held at the Chase Tower located at 600 Travis Street, Houston, Texas. The first meeting, which is convened by order of the Irish High Court, will be held at 11:00 a.m. Central time. Following this meeting, the extraordinary general meeting of Cooper shareholders will be held at 11:10 a.m. Central time (or, if later, as soon possible after the conclusion or adjournment of the first meeting).
Each companys shareholders of record as of the close of business on September 13, 2012 are entitled to vote their shares. Shareholders may vote their shares by using a toll-free telephone number (+1-800-690-6903) or electronically over the Internet (www.proxyvote.com). Alternatively, shareholders may file their proxies, which will accompany the definitive Joint Proxy Statement/Prospectus, by marking, signing, dating and mailing the proxy cards in accordance with the instructions contained therein. The method by which shareholders vote does not limit their right to vote in person at the applicable special meeting.
A copy of the definitive Joint Proxy Statement/Prospectus is also being sent to the holders of Cooper equity awards for information purposes only to meet Irish legal requirements.
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.
Cooper is a diversified global manufacturer of electrical components and tools, with 2011 revenues of $5.4 billion. Founded in 1833, Coopers 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.
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 and Cooper that also constitutes a Prospectus of Eaton Corporation plc(1). The registration statement was declared effective on September 7, 2012. Eaton and Cooper are commencing sending 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 definitive 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 may 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 may 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, Ohio 44114 or by calling (888) 328-6647, and may 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 filed with the SEC. Information regarding Coopers directors and executive officers is contained in Coopers 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 Eatons directors and executive officers is contained in Eatons 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 Cooper accept responsibility for the information contained in this communication 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 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.
The directors of Eaton accept responsibility for the information contained in this communication, other than that relating to Cooper, 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 Eaton (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 1 percent 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).
A copy of the definitive Joint Proxy Statement/Prospectus will be available for inspection during usual business hours on any business day in Ireland from the date of this announcement until completion of the acquisition at the offices of A&L Goodbody, 25/28 North Wall Quay, IFSC, Dublin 1 and Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2.