Cooper Industries Update Regarding Possible Offer for Laird; Continues to Believe There Would Be Strategic Merit in it Acquiring Laird

Following the recent upward movement in the Laird share price, Cooper Industries plc CBE is updating the market on the current status of its interest. On June 16, 2011, Cooper announced its interest in acquiring Laird for 185 pence* per share in cash, a 35% premium to the share price the day before that announcement and a 30% premium to the previous 12 months average price. Cooper stated that its interest was subject to a small number of pre-conditions**, including the ability to undertake limited confirmatory due diligence. Cooper made clear at that time its strong desire to enter into a constructive dialogue with the Board of Laird. Since that date, Laird has announced its exit from the handset antennae business and has responded to Cooper's approach by requesting that the Takeover Panel set a date by which Cooper must either announce a firm intention to make an offer for Laird or that it does not intend to make an offer. That date has been set as August 1, 2011. Cooper continues to believe there would be strategic merit in it acquiring Laird. Cooper also believes that a cash offer at a significant premium to the standalone value of the Company, as it has put forward, is something that merits the engagement of the Board of Laird. Since the announcement of the possible offer, there has been no new information which has improved Cooper's view of the value of Laird or which, in Cooper's opinion, would improve the value of Laird as an independent company. In fact Cooper has significant concerns about the closure of the handset antennae business, and the impact this will have on the wider group, its employees, its relationship with an important customer and the possible resultant negative impact on the value of the Laird business. Cooper believes that Laird's current share price is driven by market expectations of an offer for the Company rather than by the fundamental value of Laird. Prior to Cooper's approach, Laird's share price was 137.3 pence, the 12 month average price prior to that was 142.6 pence and the average price since Laird's rights issue announced in October 2009 was 136.3 pence. Laird's closing share price has not been above 185 pence since October 15, 2009. Based on consensus earnings estimates for the current year of approximately 16.5 pence, Cooper's proposal represents a multiple of 11.2x earnings. Based on the limited discussions to date with Laird and its advisers, Cooper understands that the Board of Laird has a view on the value of the Company which is significantly greater than Cooper's own view, the current share price and the price average historic deal premia would imply. Despite Cooper's indicated willingness to consider increasing its price if the facts revealed in due diligence support a higher valuation, Laird has refused to allow Cooper access to conduct due diligence. Cooper remains open to engagement with the Board of Laird and to reflect in its proposal any information provided by Laird that justifies an increase in its proposal. However, Cooper will remain disciplined on price and would only consider making an offer at a price which would provide an appropriate return for its own shareholders. As a result, and given the current high share price together with the position adopted by the Board of Laird, Cooper is now considering its continued level of interest in Laird and there can be no certainty that any formal offer will be made.
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