Document rpxm8rzD9eJx58rx3DXY64R07

COOPER INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 20: OTHER EVENTS On August 1, 2001, Danaher Corporation ("Danaher") announced it had made an unsolicited proposal to Cooper for a merger through a stock and cash transaction valued by Danaher at $54 to $58 per Cooper share, subject to conducting due diligence procedures On August 8, 2001, Cooper's Board of Directors unanimously rejected Danaher's proposal and authorized management to explore all strategic alternatives that would maximize shareholder value mcludmg mergers, sales, strategic alliances, acquisitions or other similar strategic alternatives On Februaiy 13, 2002, Cooper announced that it completed its strategic alternatives review process After careful review of all the available alternatives with management and its financial advisors, Cooper's Board of Directors concluded that it is m the best interests of Cooper's shareholders to move forward with its plan to reincorporate m Bermuda, as previously announced on June 11, 2001 Cooper's announcement noted that the strategic alternatives review process was very careful, deliberate and complete m analyzing how best to maximize shareholder value, however, as a result of intervening circumstances including the tragic events of September 11, 2001, the bankruptcy of Federal-Mogul and a very difficult business environment. Cooper received no definitive proposals to acquire the Company as a whole or m parts Under its plan to change its place of incorporation from Ohio to Bermuda, Cooper Industries, Ltd , a newly formed Bermuda corporation, will become the parent holdmg company of Cooper Industries, Inc Upon completion of the reorganization, each share of Cooper Industries, Inc common stock will automatically convert mto a share of Cooper Industries, Ltd common stock and will have substantially the same attributes as Cooper Industries, Inc common stock Cooper Industries, Ltd shares will be listed on the New York Stock Exchange under the "CBE" symbol, the same symbol under which the Company's common stock currently trades A special meetmg of the shareholders of Cooper Industries, Inc will be called to vote on the proposed transaction F-28