 ©
2012 Eaton Corporation. All rights reserved.
Cooper Industries Acquisition
Employee Communication
May 21, 2012
Filed
by
Eaton
Corporation
pursuant
to
Rule
425
under
the
Securities
Act
of
1933
and
deemed
filed
pursuant
to
Rule
14a-12
under
the
Securities
Exchange
Act
of
1934
Subject
Company:
Cooper
Industries
plc;
Eaton
Corporation
Filer’s
SEC
File
No.:
1-1396
Date:
May
22,
2012 |
| Good morning / afternoon. I’m pleased to give you an update on
the exciting news announced Monday by Sandy Cutler. Let me start out
with a quick summary of what was actually announced. 2
|
 3
©
2012 Eaton Corporation. All rights reserved.
What did Eaton just announce?
•
An agreement to acquire Cooper Industries, creating a
combined enterprise that would have had $21.5 billion
sales in 2011
•
Will become part of Eaton’s electrical business
•
The new company will be formed via a legal process
similar to a merger and will be incorporated in Ireland
•
Executives and functions will remain based in their
present locations
•
Plan to deliver $535 million in annual synergies |
| Eaton announced it has reached agreement to acquire Cooper
Industries. This is the largest acquisition in our history. Together with
Cooper, we would have had combined 2011 sales of an estimated $21.5 billion.
After the acquisition is completed, Cooper will become part of Eaton’s
electrical business, led by Tom Gross. The acquisition will be accomplished
via a form of Irish legal process, similar to a merger. Cooper is currently an Irish incorporated
company and, as a result of the legal processes in Ireland and the U.S., Cooper and
Eaton will be combined in a company incorporated in Ireland.
Preliminary
plans,
still
subject
to
government
approval,
are
for
the
company
to
be
known
as
Eaton
Global
Corporation
plc.
Our
company
will
continue
to
trade
on
the
New
York
Stock
Exchange
as
ETN.
The change of our place of incorporation to Ireland will have virtually no impact
on our employees. Executives and corporate functions will remain based
in their present locations. Putting the two companies together will result in
over $500 million in annual synergies. 4 |
 5
©
2012 Eaton Corporation. All rights reserved.
Benefits of Acquiring Cooper Industries
•
Broader electrical solutions for our customers
and channel partners
•
Moving Eaton upstream into utility distribution, grid
automation and smart grid and downstream into
lighting, lighting controls and wiring devices
•
Wider base for our service business
•
Complementary geographic strengths
Creates an enterprise increasingly well positioned for growth
through addressing global power management needs |
| Beyond just making Eaton quite a bit larger, there are a lot of strategic
benefits and opportunities. These stem from the fact that our
Electrical Sector and Cooper have very complementary products. Together they
create a broader electrical solution for our customers. If
you
think
about
electricity
as
a
long
‘chain’
of
equipment
from
the
power
plant
to
the
light
bulb,
you
can
think
of
Eaton’s
current
electrical business as playing in the middle.
Cooper
stretches
that
position
in
both
directions.
First,
it
moves
us
‘upstream’
because
Cooper
is
a
leading
supplier
to
Electrical
Utilities.
Second,
it
stretches
us
downstream
because
Cooper
is
also
a
leader
in
lighting,
lighting
controls,
and
the
final
products
you
plug into…
generally known as wiring devices.
Having a bigger solution means having a bigger opportunity to provide services, and
one of the benefits we anticipate is increasing our service business
considerably. And finally, we have very complementary geographic
strengths. This will allow us to leverage ourselves in key markets outside the
USA.
So
a
good
way
to
think
about
the
benefits
is
that
it
accelerates
the
strategy
we’ve
had
in
place
for
quite
a
while
…
we
are
creating
an
enterprise
that
is
very
well
positioned
for
growth
through
addressing
global
power
management
needs.
6 |
 7
©
2012 Eaton Corporation. All rights reserved.
Cooper business mix
Geographic Mix
End Market Mix
Source: Company filings, company reports
Industrial
35%
Commercial
26%
Utility
27%
Residential
7%
Other
5%
US
60%
Int’l Dev
19%
Emerging
21% |
| Like Eaton, Cooper Industries has been in the process of diversifying
their end-market and geographic mix. From an end market
perspective, a larger percentage of their business is sold to electric
utilities. This was attractive to us. Like us, they also have a large
and
successful
position
in
industrial
and
commercial
markets,
although
they
achieve
that
position
with
different
products.
That
was
also attractive to us.
They have a somewhat higher concentration of their total business in the U.S. than
Eaton does. Having said that, they have focused heavily
on
globalizing
their
business
over
the
past
several
years
and
have
been
able
to
achieve
a
total
of
40%
of
their
revenues
to
customers outside the U.S.
8 |
 9
Cooper has a wide range of complementary
electrical businesses
Power Systems
Crouse-Hinds
•
$1.0 billion sales
•
Global leader in electrical
solutions for harsh and
hazardous environments
Safety
•
$600 million sales
•
Leading European provider
of emergency lighting and
video security
Electrical Products ($2.5 B sales)
Lighting
•
$1.1 billion sales
•
Strong LED platform driving
growth
Bussmann
•
$650 million sales
•
Global leader in circuit
protection
B-Line Support structures
•
$400 million sales
•
Global provider of structural
systems and wire management
solutions
Wiring devices
•
$350 million sales
•
Electrical devices for commercial
and residential power distribution
Energy and Safety Solutions ($2.9 B sales)
•
$1.3 billion sales
•
Market leader in
distribution grid
protection |
| Cooper Industries has a terrific set of complementary products with very
strong brands. They report their business by the two segments
shown
at
the
top
of
this
slide.
Each
is
sizable
as
you
can
see.
Within these two segments are seven strong businesses and many strong brands:
-
-
-
-
-
-
-
Again, seven strong businesses with very strong positions and brands.
10
Cooper Power Systems is a market leader in grid protection and has $1.3 billion in
sales. This business sells extensively to the electric utilities
segment One
of
their
most
famous
brands
is
Crouse
–
Hinds.
It
is
a
$1
billion
manufacturer
of
enclosures
and
solutions
for
hazardous
environments. Their customer base is big industry like Oil and Mining
Safety, primarily a European business with $600 million in sales, is a leading
provider of emergency systems such as lighting and video.
Lighting is a very powerful and broad business with $1.1 billion in
sales. This business manufactures light fixtures for Industrial,
Commercial,
and
Residential
applications.
Recently
they
have
introduced
a
broad
line
of
energy-efficient
LED
fixtures
…
very
promising for the future.
Bussman is another one of their strong brands. Bussman is a $650 million
manufacturer of fuses and other devices that protect equipment and
people. B-Line is an interesting business that manufactures structures
that manage wiring and cable. Doing this well is a big deal,
particularly in industrial settings and in applications with a lot of wires such as
data centers. And finally, wiring devices. I’m sure you recognize
these two pictures. |
 11
©
2012 Eaton Corporation. All rights reserved.
Acquisitions have played a large role in
growing our electrical business
Electrical Group
Acquisitions
Year
Acq’d
Sales
Market Participation
Regional Strength
Power Control
& Distribution
Power
Quality
Lighting &
Safety
Americas
EMEA
Asia-
Pacific
Cutler Hammer
1978
$0.6B
Westinghouse DCBU
1994
$1.0 B
Delta Electrical
2003
$0.3 B
Powerware
2004
$0.8 B
MGE Small Systems
2007
$0.2 B
Moeller
2008
$1.5 B
Phoenixtec
2008
$0.5 B
Cooper Industries
2012
$5.4 B
28 other Electrical acquisitions since 1990 |
| Acquisitions have played a large role in building our electrical
business. Cooper will certainly be the biggest, but we have made
other large ones as shown on this chart. Large and small together, we
have made 34 acquisitions since 1990 and Cooper Industries
will
be
our
35
th
.
As you can see from the middle of the chart, Cooper adds extensive capability to
Eaton’s power distribution portfolio. And in addition, it adds a
new capability in lighting and safety. 12 |
 13
©
2012 Eaton Corporation. All rights reserved.
What happens next?
•
The deal is not yet complete and must go through approvals
before being consummated. Expect closing in late Q3 or in Q4.
•
An integration team consisting of members from both companies
will be formed and start its joint work at closing.
•
In
the
interim,
everything
is
business
as
usual.
•
Eaton
employees
should
not
contact
Cooper
employees,
channels or customers.
•
Any media calls should be addressed to Don McGrath and
investor calls should be addressed to Don Bullock. |
| As
I
said
in
the
beginning,
the
announcement
of
the
agreement
to
acquire
Cooper
Industries
is
very
big
and
exciting
news.
There
are
a number of very important steps and some important things to remember.
First,
the
deal
is
not
complete
and
we
must
to
through
various
approvals
before
it
is.
So
keep
in
mind
that
we
have
not
acquired
them until it is complete.
An
integration
team
will
be
formed
when
the
deal
is
completed,
made
up
of
members
from
both
companies.
This
is
true
for
all
Eaton
acquisitions.
In
the
interim,
everything
is
business
as
usual.
We
are
being
asked
to
not
speculate
too
much
about
what
synergies
will
exist.
Let’s
give our integration team some time to do their work. Again, everything is
business as usual until then. Above all, we should not make contact of any
type with Cooper employees, or any of their customers or channel partners.
In
the
event
of
a
media
call
being
made
to
any
of
us
personally,
or
to
our
facility,
we
should
have
all
those
calls
addressed
to
Don
McGrath at World Headquarters.
Thanks for your time.
14 |
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 Will Be Filed With The SEC
A registration statement on Form S-4 will be filed that will include the Joint Proxy Statement of Eaton Corporation (“Eaton”) and Cooper Industries plc (“Cooper”) that also constitutes a Prospectus of Eaton Global Corporation Plc** Expected name, or a variant thereof. (“Eaton Global Plc”). 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, Eaton Global Plc, 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 Eaton Global 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 Joint Proxy Statement/Prospectus (including the Scheme) and other documents filed by Eaton and Eaton Global Plc with the SEC by contacting Don Bullock from Eaton by calling (216) 523-5127, 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) 209-8400.
| * | Expected name or a variant thereof. |
Participants in the Solicitation
Cooper, Eaton and Eaton Global 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 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.
Forward-Looking Statements
This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning Eaton, Eaton Global Plc, the acquisition and other transactions contemplated by the Transaction Agreement, our acquisition financing, our long-term credit rating and our revenues and operating earnings. These statements or disclosures may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Eaton or Eaton Global Plc, based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside of our control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include adverse regulatory decisions; failure to satisfy other closing conditions with respect to the Acquisition; the risks that the new businesses will not be integrated successfully or that we will not realize estimated cost savings and synergies; our ability to refinance the bridge loan on favorable terms and maintain our current long-term credit rating; unanticipated changes in the markets for our business segments; unanticipated downturns in business relationships with customers or their purchases from Eaton; competitive pressures on our sales and pricing; increases in the cost of material, energy and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of competing technologies; unexpected technical or marketing difficulties; unexpected claims, charges, litigation or dispute resolutions; new laws and governmental regulations. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect our business described in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the SEC. We do not assume any obligation to update these forward-looking statements.
No statement in this presentation is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Eaton.
Statement Required By The Takeover Rules
The directors of Eaton Corporation accept responsibility for the information contained in this communication. To the best 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.