Cooper UK makes offer for MTL

MTL Shareholders to Receive 708.5 Pence in Cash for Each MTL Share

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The boards of Cooper Controls, U.K. and the MTL Instruments Group have reached agreement on the terms of a recommended cash offer to be made by Cooper UK, an indirect wholly-owned subsidiary of Cooper Industries, Ltd., for the entire issued and to-be-issued share capital of MTL.

Under the terms of the offer, MTL shareholders will receive 708.5 pence in cash for each MTL Share. The offer values MTL’s entire issued and to-be- issued share capital at approximately £144 million.
The offer price represents a premium of approximately 30% to the closing price of 545 pence per MTL share on November 1, 2007.

U.K.-based MTL develops and supplies electronic instrumentation and protection equipment, mostly for hazardous environments and the process control industries.

The acquisition of MTL offers Cooper the opportunity to enhance its distribution channels, offer customized solutions to key global customers and leverage the MTL technology platforms across Cooper’s businesses.

Cooper is a global manufacturer with 2006 revenues of $5.2 billion and net income of $464 million with approximately 33% of sales outside the U.S. Incorporated in Bermuda with administrative headquarters in Houston, Cooper employs approximately 31,000 people and operates eight divisions: Cooper B-Line, Cooper Bussmann, Cooper Crouse-Hinds, Cooper Lighting, Cooper Menvier, Cooper Power Systems, Cooper Wiring Devices and Cooper Tools Group.

Commenting on the offer, Kirk Hachigian, Chairman and CEO, Cooper, said, “We are very excited about this transaction. MTL has a strong history of excellent product quality and building solid customer relationships and we look forward to working with MTL’s management and extended team to jointly drive accelerated sales growth, particularly in the European, Indian and Asian markets.”

Commenting on the proposed transaction, Dr. Graeme S. Philp, CEO of MTL, said, “We anticipate that Cooper will help us to accelerate our progress towards our goal of being the leading provider of automation networking solutions. They will help us to develop packaged solutions for our customers to supplement our instrumentation business, while preserving our independence as a supplier to the world’s leading automation systems companies. In our traditional hazardous-area business, the combination of Cooper and MTL will make us one of the strongest global providers of hazardous area protection equipment.”

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