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Eaton, Cooper Shareholders Approve Acquisition Proposal

As previously announced, on May 21, 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.

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CLEVELAND, Ohio and DUBLIN, Ireland – Eaton Corp. and Cooper Industries plc announced that the proposals related to Eaton’s acquisition of Cooper were recently approved by both Eaton’s and Cooper’s shareholders.

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As previously announced, on May 21, 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 Corp., 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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The proposal to adopt the transaction agreement and approve the merger was approved by shareholders holding 77.99 percent of the outstanding Eaton shares as of the record date and 97.97 percent of the shares voted at the meeting.

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 arrangement was approved by more than 99 percent of the outstanding Cooper shares voted at each meeting, the company said.

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.

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Alexander Cutler, Eaton chairman and CEO, and Kirk Hachigian, Cooper chairman and CEO, 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.”

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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.

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