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Cooper rejects Danaher bid; looks to alternatives

Staff -- Industrial Distribution, 9/1/2001

Houston— After rejecting an unsolicited merger bid by Danaher Corp. in August, Cooper Industries announced it will explore the possibility of mergers, sales, strategic alliances, acquisitions or other similar strategic moves to increase shareholder value.

The announcement came after Cooper's board of directors unanimously voted to reject Danaher's proposal, calling it "inadequate and highly conditional." Danaher's offer — 75 percent in stocks and 25 percent in cash — valued each Cooper share at between $54 and $58, or a total of $6.5 to $7 billion including assumed debt. The deal was also conditioned upon Cooper shareholders rejecting the company's plans to reincorporate in Bermuda.

Cooper had planned a special shareholder meeting on Aug. 30 to vote on reincorporating in Bermuda. That meeting was postponed after the board voted to reject Danaher's offer.

According to the company, Cooper's decision to investigate "alternative strategies" does not guarantee an agreement or transaction. H. John Riley, Jr., Cooper's chairman, president and CEO, invited Danaher to participate in the process "on the same basis as other participants," in a letter to Danaher's president and CEO H. Lawrence Culp., Jr. on August 8.

Danaher manufactures process/ environmental controls, and tools and equipment. Cooper Industries makes a range of electrical products and tools and hardware.

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