Cooper Industries Proposes Acquisition of Laird plc

June 15, 2011 by Jeff Shepard

Cooper Industries plc announced that on 1 June it made a proposal to the Board of Laird plc to acquire Laird by way of a cash offer at 185 pence per Laird share. This proposal is subject only to limited pre-conditions. Cooper believes there is a strong rationale for this transaction and that an all cash offer at this level would provide Laird shareholders with an attractive premium combined with the certainty of cash value now.

The Board of Laird has rejected this proposal. Cooper expressed disappointment that, despite its efforts to enter into a constructive dialogue with Laird on several occasions, the Laird Board has stated that it is currently unwilling to engage with Cooper. Cooper’s preference remains to work towards a recommended transaction through a constructive dialogue with the Laird Board.

Cooper is proposing an all cash offer of 185 pence per Laird share, to be made by Cooper Industries Holdings (Ireland) Limited, a newly incorporated subsidiary of Cooper. This offer would value the existing issued share capital of Laird at approximately 493 million pounds Sterling.

The combination of Laird with Cooper’s Bussmann division would create:

– a leading electrical and electronics circuit protection, power management and industrial wireless business;

– a compelling suite of electromagnetic interference, radio frequency and circuit protection components;

– a world class power management product line complete with thermal management, power magnetics and signal integrity products;

– a leading wireless business serving transportation, commercial construction, mining and industrial customers; and

– a business with the opportunity to realise financial performance commensurate with Cooper’s operating discipline.

Commenting on the proposed transaction, Cooper Chairman and CEO Kirk Hachigian said, "Laird has a strong product portfolio backed by a highly talented engineering and R&D team. Combining Bussmann’s leading electronics and industrial products with Laird’s suite of performance material, components and wireless system offerings, Cooper Industries would create a world class portfolio of circuit protection, power management and industrial wireless solutions. Through this product portfolio combination, along with the benefit of Cooper’s proven financial and operating disciplines, we are able to provide the Laird Board with a proposal that represents a significant premium in cash to Laird’s current share price. We hope to engage the Board of Laird with the goal of securing a recommended transaction."

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