On November 30, 2012, Eaton Corporation (NYSE:ETN) completed the acquisition of Cooper Industries.  As a result of the transaction, Cooper ordinary shares have ceased trading on the New York Stock Exchange.  As described in the transaction agreement, immediately upon closing each outstanding ordinary share of Cooper was converted into the right to receive $39.15 per share  in cash and 0.77479 in ordinary shares, payable to the holder thereof.  At the close of business on November 30, 2012,  shares were surrendered  in exchange for Eaton Corporation plc shares and a cash payment, which was made by Eaton or its Paying Agent  (Computershare) directly into accounts.

FREQUENTLY ASKED QUESTIONS ON THE ACQUISITION BY EATON CORPORATION

IRS Form 8937 for Cooper

New Cost Basis for New Eaton shares

Eaton Corporation plc VWAP for November 30, 2012 is $51.9056 *

Eaton's acquisition of Cooper Industries plc was completed on November 30th, 2012. This transaction is a taxable transaction for US federal income tax purposes for US holders of Cooper Industries plc ordinary shares. Under such treatment, in general, a US holder of Cooper ordinary shares will recognize gain or loss equal to the difference between (1) the shareholder’s adjusted US tax basis in the shares surrendered in the exchange, and (2) the sum of the fair market value of the Eaton Corporation plc shares received plus the amount of cash received in the transaction.  Under the terms of the Transaction Agreement, Cooper Shareholders received $39.15 in cash and 0.77479 shares of New Eaton for each Cooper share.

* Eaton determined the fair market value for one Eaton Corporation plc ordinary share to be $51.9056 as of November 30, 2012 based on the Volume Weighted Average Price per share (“VWAP”) at which the Eaton Corporation common shares traded on the NYSE during normal trading hours on the closing date of the transaction.

US holders are urged to consult their tax advisors for further information as to the particular consequences of the transaction.

Latest News 11.28.12 Cooper Lighting Products Accepted into the Prestigious 2012 Illuminating Engineering Society Progress Report for Technical Advancement A total of 14 innovative products, including 13 LED luminaires, represent significant product developments and improvements to the lighting industry. PEACHTREE CITY, Ga., Nov. 28, 2012 /PRNewswire/ -- Cooper Lighting, a leader at the forefront of transforming the lighting industry and setting an unmatched standard for innovation and reliability, announces that 14 of its innovative and reliable products – include 13 LED luminaires – have been recognized by the Illuminating Engineering Societ...  11.12.12 Cooper Industries Quickly Responds to Customer Needs in the Wake of Damage Done by Hurricane Sandy Short lead-times and a designated storm response team helped aid and ship products needed to restore power to the east coast. DUBLIN, Nov. 12, 2012 /PRNewswire/ -- As several states work to fully restore power in the wake of Hurricane Sandy, many have been relying on products and services from Cooper Industries. With first class solutions designed to help speed up recovery during crises or natural disasters, Cooper not only provides service to customers when it is needed m...  11.08.12 Cooper Lighting LED Products Honored in Architectural Products Product Innovation Awards For the second consecutive year, the company receives the most awards in the lighting category. PEACHTREE CITY, Ga., Nov. 8, 2012 /PRNewswire/ -- Cooper Lighting, a leader at the forefront of transforming the lighting industry and setting an unmatched standard for innovation and reliability, is pleased to announce that three of its LED architectural products have been recognized for ingenuity in Architectural Products Product Innovation Awards (PIA) competition. For the second consecutive y...  11.02.12 Cooper Shareholders Approve Proposals Relating to Eaton's Acquisition of Cooper THIS ANNOUNCEMENT IS BEING MADE SOLELY TO COMPLY WITH THE REQUIREMENTS OF THE IRISH TAKEOVER RULES. THE INFORMATION SET OUT HEREIN CONCERNING THE RESULTS OF THE COMPANY'S SHAREHOLDER MEETINGS ON OCTOBER 26, 2012 IS IDENTICAL TO THAT SET OUT IN THE FORM 8?K FILED ON OCTOBER 26, 2012. DUBLIN, Nov. 2, 2012 /PRNewswire/ -- As previously announced on October 26, 2012, the shareholders of both Cooper Industries plc and Eaton Corporation approved the proposals relating to Eaton's...    More News		Eaton Acquisition of Cooper Documents relating to Eaton Acquisition of Cooper
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