Eaton in Acquisition of Cooper Industries

May 21, 2012

Cleary Gottlieb is representing Goldman, Sachs & Co., as financial advisor to Cooper Industries, in connection with the acquisition, announced May 21, of Cooper by Eaton Corporation. Cooper is an Irish company that is listed solely in the United States and files with the SEC as a domestic registrant.

At the close of the transaction, expected in the second half of 2012, Eaton and Cooper will be combined under a new Irish holding company. Shares of Eaton will convert at a 1:1 ratio into shares of the new holding company, while each share of Cooper will convert, pursuant to a scheme of arrangement, into $39.15 in cash and 0.77479 shares of the new holding company. The effectiveness of the scheme of arrangement is subject to clearance by an Irish court.

Cooper is a leading electrical equipment supplier. Eaton is a leading diversified industrial manufacturer.