Eaton Corporation, Plc · NYSE:ETN
Eaton — Merger or Acquisition (May 2012)
16 slides from Eaton's merger presentation, May 22, 2012
Slide 1: Cooper Industries Acquisition Employee Communication
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 Cooper Industries Acquisition
Slide 2: Update on the announcement
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
Slide 3: What did Eaton just announce?
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 incorporate
Slide 4: Eaton announced agreement to acquire Cooper Industries
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
Slide 5: Benefits of Acquiring Cooper Industries
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 • C
Slide 6: Strategic benefits and complementary products
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
Slide 7: Cooper business mix
Cooper business mix End Market Mix Geographic Mix Other 5% Residential 7% Int’l Dev Industrial 19% 35% Utility 27% US 60% Emerging 21% Commercial 26% Source: Company filings, company reports © 2012 Eaton Corporation. All rights reserved. 7
Slide 8: Cooper's end-market and geographic diversification
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 indust
Slide 9: Cooper has a wide range of complementary electrical businesses
Cooper has a wide range of complementary electrical businesses Energy and Safety Solutions ($2.9 B sales) Electrical Products ($2.5 B sales) Lighting Power Systems • $1.1 billion sales • $1.3 billion sales • Strong LED platform driving • Market leader in growth distribution grid protection Bussmann
Slide 10: Cooper's complementary products and strong brands
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: - Cooper Power Systems
Slide 11: Acquisitions have played a large role in growing our electrical business
Acquisitions have played a large role in growing our electrical business Market Participation Regional Strength Electrical Group Acq’d Year Acquisitions Sales Power Control Power Lighting & Asia- Americas EMEA & Distribution Quality Safety Pacific Cutler Hammer 1978 $0.6B Westinghouse DCBU 1994 $1.0
Slide 12: Acquisitions building our electrical business
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 th Industries will be our 35 . As you can see from t
Slide 13: What happens next?
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 a
Slide 14: Important steps and things to remember
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 i
Slide 15: No Offer or Solicitation
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
Slide 16: Forward-Looking Statements
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 financi