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COOPER INDUSTRIES, INC.
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FOR IMMEDIATE RELEASE
August 8, 2001
Contact: John Breed Joele Frank or Andy Brimmer
Cooper Industries, Inc. Joele Frank, Wilkinson Brimmer Katcher
(713) 209-8835 (212) 355-4449
COOPER INDUSTRIES BOARD OF DIRECTORS REJECTS DANAHER'S
UNSOLICITED, INADEQUATE AND CONDITIONAL PROPOSAL
Authorizes Exploration of Strategic Alternatives
Postpones Special Shareholder Meeting
HOUSTON, TX, Aug. 8 -- Cooper Industries, Inc. (NYSE: CBE) today announced
that its Board of Directors has determined unanimously to reject Danaher
Corporation's (NYSE: DHR) unsolicited, inadequate and highly conditional
proposal.
After careful consideration of Danaher's proposal, including
consultation with independent financial and legal advisors, Cooper's Board
of Directors has determined that Danaher's proposal is not in the best
interests of Cooper, its shareholders, employees and other constituencies.
In particular, the Board noted that Danaher's unsolicited proposal is
highly conditional as it presents an uncertain value based on a range of
prices and is subject to due diligence. In addition, based on the advice of
its financial advisor, Credit Suisse First Boston Corporation, the Cooper
Board of Directors concluded that the proposal was inadequate.
"We believe that Danaher's proposal is an attempt to coerce Cooper
shareholders into accepting an opportunistic bid to acquire Cooper at a low
price," said H. John Riley, Jr., chairman, president and chief executive
officer of Cooper. "The value of Danaher's proposal is highly conditional.
Danaher has made it clear that its proposal is very favorable to the
Danaher stockholders, but our Board's responsibility is to maximize value
for Cooper's shareholders."
"We do not believe that Danaher's proposal adequately reflects,
among other things, the value of Cooper's strong business platforms, global
franchise, market position and portfolio of leading brand name products.
Our product line breadth is unmatched by almost any other company in our
industry. Our products - including such world-class brand names as Buss,
B-Line, Crouse-Hinds, Halo, Menvier, McGraw-Edison, Crescent and Nicholson
- today have leading positions in the markets we serve. Danaher also has
taken into consideration only nominal synergies even though previous
discussions between the two companies indicated significantly higher
synergistic opportunities," Mr. Riley continued.
Cooper also announced that its Board has authorized management and
its financial advisor to explore all strategic alternatives that would
maximize shareholder value. These alternatives will include the exploration
of mergers, sales, strategic alliances, acquisitions or other similar
strategic alternatives. Cooper noted that there could be no assurance that
the exploration of strategic alternatives would result in any agreement or
transaction.
Mr. Riley added, "Our Board and management have always been
committed to enhancing shareholder value. We intend to continue to act
responsibly to address the interests of our shareholders."
The Cooper Board also announced the August 30th Special Meeting of
Shareholders to vote on Cooper's plan to reorganize and change its place of
incorporation from Ohio to Bermuda has been postponed.
"We have concluded that no purpose is served by affording Danaher
the opportunity to perpetuate misconceptions about the merits of our
reincorporation. It is important that we direct our attention to exploring
all strategic alternatives without the distraction of a proxy contest with
Danaher," continued Mr. Riley.
"We continue to believe that the reincorporation of Cooper would
bring significant value to all of our constituencies, most importantly our
shareholders. Contrary to Danaher's public statements, completion of the
reincorporation would have no negative impact on Danaher's subsequent
ability to acquire the Company. Should Danaher wish to unwind the
reincorporation, it could do so quickly with insignificant negative tax
implications," concluded Mr. Riley.
Credit Suisse First Boston Corporation is serving as financial
advisor to Cooper Industries, and Skadden, Arps, Slate, Meagher & Flom LLP
is serving as legal counsel.
The following letter was sent from Mr. Riley on August 8, 2001 to
H. Lawrence Culp, Jr., president and chief executive officer of Danaher
Corporation:
August 8, 2001
Mr. H. Lawrence Culp, Jr.
President and Chief Executive Officer
Danaher Corporation
2099 Pennsylvania Avenue, N.W., 12th Floor
Washington, D.C. 20006-1813
Dear Larry:
After careful consideration of Danaher's proposal, including
consultation with our independent financial and legal advisors,
Cooper's Board of Directors has determined that Danaher's proposal
is not in the best interests of Cooper, our shareholders,
employees and other constituencies.
We believe that your unsolicited proposal is highly conditional as
it presents an uncertain value based on a range of prices and is
subject to due diligence. Based on the advice of our financial
advisor, Credit Suisse First Boston Corporation, our Board of
Directors also has concluded that the proposal is inadequate. We
believe that Danaher's proposal fails to reflect, among other
things, the value of Cooper's strong business platform, global
franchise, market position and portfolio of leading brand name
products. We believe that your proposal is an attempt to coerce
Cooper shareholders into accepting an opportunistic bid to acquire
Cooper at a low price.
As we are announcing today in a press release, our Board has
authorized management and its advisors to explore all strategic
alternatives that would maximize shareholder value. These
alternatives will include the exploration of mergers, sales,
strategic alliances, acquisitions or other similar strategic
alternatives. Should Danaher so desire, it may engage in this
process on the same basis as other participants.
In light of Danaher's attempt to use Cooper's plan to
reincorporate in Bermuda as a public referendum on Danaher's
acquisition proposal, and to ensure that we are able to focus on
the exploration of strategic alternatives as well as our business
and operations, Cooper has postponed its August 30th Special
Meeting of Shareholders.
Sincerely,
/s/
H. John Riley, Jr.
Chairman, President and Chief Executive Officer
Statements in this news release are forward-looking under the
Private Securities Litigation Reform Act of 1995. These statements are
subject to various risks and uncertainties, many of which are outside the
control of the Company, including but not limited to: 1) the pace of
recovery of the domestic economy; 2) the level of market demand for the
Company's products and improvement in electronic and telecommunications
sectors; 3) the rate at which benefits are realized from cost-reduction
programs recently completed, currently under way or to be initiated in the
near future; 4) competitive pressures and future global economic
conditions; and 5) the ability to realize the benefits of the
reorganization, if implemented.
Further information regarding these and other risk factors is set
forth in Cooper's filings with the Securities and Exchange Commission,
including Cooper's Annual Report on Form 10-K.
Cooper Industries, with 2000 revenues of $4.5 billion, is a
worldwide manufacturer of electrical products, tools and hardware.
Additional information about Cooper is available on the Company's Internet
site: www.cooperindustries.com.
Financial Teleconference and Webcast:
Cooper will host a conference call on August 8, 2001 at 10:00 a.m.
EDT to discuss this announcement. Investors, the news media, and others may
listen to the teleconference by calling 212-896-6119. Please call at least
15 minutes prior to the start of the teleconference and ask to be connected
to the Cooper Industries conference call. A recording of this call will be
available beginning at 1:00 p.m. EDT on August 8, 2001 through 12:00 p.m.
EDT on August 10, 2001 by dialing 858-812-6440, conference ID # 19516005.
The teleconference will also be webcast at
www.cooperindustries.com by clicking on an available audio link. This
webcast will be archived on the Company's web site for replay purposes
through 12:00 p.m. EDT on August 10, 2001. Real Network's Real Player or
Microsoft Media Player is required to access the webcast. They can be
downloaded from www.real.com or www.microsoft.com.
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