Simpson Thacher is representing Eaton Corporation (“Eaton”) in connection with its agreement to acquire Cooper Industries plc (“Cooper”) in a cash-and-stock transaction valued at approximately $11.8 billion (based on the closing price for Eaton common stock on May 18, 2012). At the close of the transaction, which is expected in the second half of 2012, Eaton and Cooper will be combined under a new company incorporated in Ireland (“New Eaton”), where Cooper is incorporated today. Under the terms of the agreement, Eaton will merge with a subsidiary of New Eaton, and New Eaton will acquire Cooper by way of a scheme of arrangement under Irish law. Cooper shareholders will receive $39.15 in cash and 0.77479 shares of the new Irish company for each Cooper share. New Eaton is expected to be listed on the New York Stock Exchange.
Founded in 1911, Eaton is a global power management company. Its electrical business is a global leader in power distribution, power quality, control and automation, power monitoring, and energy management products and services. Cooper was founded in 1833 and is a global electrical products manufacturer.
The Simpson Thacher team includes: Casey Cogut, Mario Ponce, Marni Lerner, Rhett Van Syoc, Amie Siebert, Andrew Nightingale, John Kupiec and Austen Heim (M&A); Brian Robbins, David Rubinsky and Samantha Shipp (Executive Compensation and Employee Benefits); Seojung Park and Beatrice Larkin (Tax); Brian Steinhardt, Makiko Harunari, Siobhan Lam and Lindsay Thomas (Credit); Richard Fenyes, Mark Chorazak and Ellen Lefever (Capital Markets); Adam Signy and James Connor (Corporate – London); Lori Lesser (Intellectual Property); Peter Thomas, Bill Kearney and David Shogren (Antitrust); and Adeeb Fadil (Environmental).