Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Cooper Industries plc | d356804d8k.htm |
| EX-99.1 - RULE 2.5 ANNOUNCEMENT, DATED MAY 21, 2012 - Cooper Industries plc | d356804dex991.htm |
 Employee Communication
Package
Exhibit 99.2 |
 What
Was Announced? What Was Announced?
Cooper Industries And Eaton Corporation Jointly Announced The
Acquisition of Cooper
Announcement Only: It Is Subject To Shareholder Approval On
Both Sides And Customary Regulatory Approvals
–
If Approved,
Transaction
Expected
To
“Close”
Later
This
Year
Eaton Will Pay Shareholders Of Cooper .77479 Shares Of New
Eaton Plus $39.15 Cash For Each Share Of Cooper Stock
Eaton Corporation Will Be The New Company After The
Transaction Is Complete. Cooper Shareholders Expected To Own
Roughly 27% Of The Combined Company
Cooper’s Seven Electrical Divisions will Combine With Eaton’s $7B
Electrical Package To Create One Of The World’s Largest And Most
Competitive Global Electrical Packages In The World
2
$72 / Share From Friday’s Close –
29% Premium |
 Eaton
Is A $17Billion (Sales) Company Providing Energy Efficient Solutions For
Electrical, Mechanical, And Fluid Applications
Cities &
Buildings
Transportation
Industrial &
Machinery
Information
Technology
Energy &
Utilities
Infrastructure
Eaton’s Products & Services Deliver Reliability, Efficiency, And
Safety For: …Helping To Bridge The Gap Between Rapidly Rising Demand For
Energy And Naturally Constrained Sources Of Supply With Sustainable
Solutions
Who Is Eaton Corporation?
Who Is Eaton Corporation?
3 |
 Eaton’s Business Units
Eaton’s Business Units
4
Aerospace
2011 Sales $1.7B
Hydraulics
2011 Sales $2.8B
Truck
2011 Sales $2.6B
Automotive
2011 Sales $1.8B
Electrical
2011 Sales $7.2B
Hydraulic Motion And Control Products That
Efficiently Solve The World’s Most
Demanding Needs For Power
The Electrical Sector Delivers A Broad Array
Of Power Distribution, Power Quality,
Control And Automation Solutions And
Services
Hydraulic, Fuel, Pneumatic And Electrical
Products That Deliver Safe And Efficient
Solutions For Aircraft
Manual And Automated Transmission That
Efficiently And Safely Transfer Power From
The Engine To The Wheel
Engine Air Management, Traction Control,
And Fluid Products That Improve Fuel
Economy, Emissions And Safety |
 Eaton’s Breadth Of Solutions Is A
Eaton’s Breadth Of Solutions Is A
Competitive Advantage
Competitive Advantage
POWER
DISTRIBUTION
POWER
QUALITY
SERVICE
CONTROL
Eaton Power Expertise…
…
Accessible And Applied
Access To:
Residential, Non Residential
Construction And Utilities
Access to:
Data Center
And IT Markets
Access to:
Machine Builders
And The Factory Floor
Access to:
Energy Efficiency,
Infrastructure &
Maintenance
Leading Products Capture Attention…
…Broad Capabilities Deliver Solutions
©
2012 Eaton Corporation. All rights reserved.
5 |
 Americas Systems Capability Has Led to
Americas Systems Capability Has Led to
Leadership In Electrical Segments
Leadership In Electrical Segments
Leading Positions In Core
Components & Assemblies
•
Circuit Breakers From Miniatures To
Medium Voltage
•
Power Distribution Switchgear
•
Panelboards & Switchboards
•
Large
UPS
Systems
(>250kvA)
•
Small UPS Systems
Electrical Americas Sales
By Market Segment
2011 $4.2 B
Expected 2012 Operating Margin Of 15.5%
©
2012 Eaton Corporation. All rights reserved.
Residential
Government
Utility
Commercial
Industrial
Machinery
Institutional
Industrial
Facilities
Infrastructure
Data
Center, IT
& Related
6 |
 Utility
Electrical Segment In ROW Will Repeat
Electrical Segment In ROW Will Repeat
The Growth Story
The Growth Story
•
What We Have
•
Strong IEC components
•
Globally Competitive UPS Products
•
Positive Momentum In The Market
•
What We Are Currently Building
•
Complete IEC Assemblies For Users
And OEMs
•
Stronger Systems Capability In Data
Centers
•
Integrated Front-End Of The Business
In A Variety Of Emerging Economies
Electrical ROW Sales
By Market Segment
2011 $3.0 B
Residential
Government
Commercial
Industrial
Machinery
Institutional
Industrial Facilities
Infrastructure
Data
Center, IT
& Related
Expected 2012 Operating Margin Of 10.5%
©
2012 Eaton Corporation. All rights reserved.
7 |
 Why
Do The Transaction? Why Do The Transaction?
Large Players Entering Cooper Traditional Markets
Global Customer Base Is Consolidating
Size And Scale Helps To Compete Globally (NEC/IEC)
Technology Is Driving System/Service Solutions vs.
Component Sales
Low Cost Competitors Are Emerging In Our
Traditional Markets
Large Global Players Competing On Potential
Acquisitions
8
Selected The Best Global Partner To Maximize Our
Long-Term Competitive Position |
 Benefits Of Eaton As A Partner
Benefits Of Eaton As A Partner
The Two Companies Complement Each Other Well:
–
The Combination Creates A Global, Solution-Based Company With Over $21
Billion In Combined Sales…
59% Electrical, 51% Outside US
•
Aligns With Eaton’s Segment Focus in Utility, Mining, Energy Efficiency, and
Alternative Energy
–
Complementary Products And Solutions
•
Upstream Power Solutions: Primary And Secondary Distribution, Grid
Automation, Smart Grid
•
Downstream Solutions: Lighting, Controls, Wiring Devices
•
Product Lines Are a Perfect Complement
–
Complementary Channels & Geographies
•
Eaton’s Service Channel And Eaton’s ESCO Business
•
Cooper’s Oil & Gas Vertical Market Strength
•
Eaton’s Presence In International Markets
–
Leverages Eaton Global Research Capability
•
Combined Cash Generated Capabilities Will Allow For Accelerated Investments
–
Complementary Talent & Cultures
9
Gain Significant Leverage Combining Global Offerings |
 10
Electrical Equipment and Automation Sector
CONSOLIDATORS
TARGETS
Significant Consolidation Has Occurred
Manufacturing Consolidation
Manufacturing Consolidation |
 11
Eaton Revenues $16.0B
Eaton Revenue by Geography
Cooper Revenues $5.4B
Cooper Revenue by Geography
Pro-Forma Revenues $21.4B
Pro-Forma Revenue by Geography
Electrical
45%
Electrical
Products
Group
46%
Energy &
Safety
Solutions
54%
Electrical
59%
Combined Business
Combined Business
Results In A Significantly Larger Enterprise With A
Greatly Improved Product And Geographic Profile
$1.8B
$2.6B
$1.7B
$2.8B
$7.2B
$2.9B
$2.5B
$1.8B
$2.6B
$1.7B
$2.8B
$12.6B
$8.8B
$7.2B
$2.2B
$3.2B
$11.0B
$10.4B
Truck
16%
Aerospace
10%
Hydraulics
18%
Auto
11%
Auto
8%
Truck
12%
Aerospace
8%
Hydraulics
13%
International
55%
International
40%
International
51%
US
49%
US
45%
US
60% |
 0
10
20
30
L
&
T
C
h
i
n
t
H
u
b
b
e
l
l
C
o
o
p
e
r
L
e
g
r
a
n
d
R
o
c
k
w
e
l
l
E
a
t
o
n
E
m
e
r
s
o
n
N
e
w
C
o
A
B
B
S
i
e
m
e
n
s
S
c
h
n
e
i
d
e
r
2
0
1
1
S
a
l
e
s
(
$
B
)
LV/MV/PQ Electical
Other
Increased Size & Scale
Increased Size & Scale
$97B
$38B
12
$21.5B
Combination Creates The 4
th
Largest
Global Electrical Products Company |
 What
Does This Mean for Me? What Does This Mean for Me?
The Daily Activities Of The Vast Majority Of Employees Will Not Be
Impacted By This Transaction
–
Integration Planning Will Be Centrally Controlled
Continue Working As You Normally Would: Business As Usual
–
Drive Shareholder Value
–
Support Our Customers
Over The Coming Months, More Details Will Become Available
Regarding Any Workforce Plans
Questions Can Be Directed To Your HR Leaders
Global Communication Plans Underway:
–
Employees
–
Customers
–
Partners
–
Investors
13 |
 14
NO OFFER OR SOLICITATION
PARTICIPANTS IN THE SOLICITATION
IMPORTANT
ADDITIONAL
INFORMATION
WILL
BE
FILED
WITH
THE
SEC
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. New Eaton will file with the SEC a registration statement on Form S-4 that will include the Joint
Proxy Statement of Eaton and Cooper that also constitutes a Prospectus of New Eaton.
Eaton and Cooper plan to mail to their respective shareholders (and to Cooper Equity Award
Holders for information only) the Joint Proxy Statement/Prospectus (including the Scheme) in connection with
the transactions. 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT EATON, COOPER, NEW EATON, THE TRANSACTIONS AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the Joint Proxy
Statement/Prospectus (including the Scheme) and other documents filed with the SEC by New Eaton, 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 Joint Proxy Statement/Prospectus
(including the Scheme) and other documents filed by Eaton and New Eaton with the SEC by
contacting Investor Relations at Eaton, and will be able to obtain free copies of the 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 4466, Houston, Texas 77210 or by calling (713) 209-8408. Cooper, Eaton and New Eaton 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 transactions 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
transactions, including a description of their director or indirect interests, by security
holdings or otherwise, will be set forth in the Joint Proxy Statement/Prospectus when it is
filed with the SEC. 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.
The directors of Cooper accept responsibility for the information contained in this announcement. To
the best of the knowledge and belief of the directors of Cooper (who have taken all reasonable
care to ensure that such is the case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the import of such information. |