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 Eaton Corporation common shares and Cooper Industries plc ordinary shares. Under such treatment, in general, a US holder of Eaton common shares or 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, if any, received in the transaction.
* 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.