The news is flying around today: MTL has agreed to be acquired by Cooper Industries. I got the news from an MTL competitor, who sent me this press release: Date: December 19th, 2007 Cooper UK makes offer for MTL Recommended Cash Offer for The MTL Instruments Group plc by Cooper Controls (U.K.) Limited, an indirect wholly-owned subsidiary of Cooper Industries, Ltd. Summary : * The boards of Cooper Controls (U.K.) Limited ("Cooper UK") and The MTL Instruments Group plc ("MTL" or the "Company") are pleased to announce that they 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. ("Cooper"), for the entire issued and to be issued share capital of MTL (the "Offer"). It is intended that the Offer will be implemented by way of a public offer under the UK City Code on Takeovers and Mergers (the "Code" or "City Code"). * Under the terms of the Offer, MTL Shareholders will receive 708.5 pence in cash for each MTL Share. A Loan Note Alternative will be made available to all MTL Shareholders (other than Restricted Overseas Persons). * The Offer values MTL´s entire issued and to be issued share capital at approximately £144 million. * The Offer Price of 708.5 pence per MTL Share represents a premium of approximately 30 per cent. to the Closing Price of 545 pence per MTL Share on 1 November 2007, being the last Business Day prior to the date of the letter from Cooper to the Chairman of MTL expressing Cooper´s interest in making a recommended cash offer to acquire MTL. * The acquisition of MTL offers Cooper the opportunity to enhance its distribution channels, offer customised solutions to key global customers and leverage the MTL technology platforms across Cooper´s businesses. * The MTL Directors, who have been so advised by Arden Partners, consider the terms of the Offer to be fair and reasonable so far as the MTL Shareholders are concerned. In providing its advice, Arden Partners has taken into account the commercial assessments of the MTL Directors. Accordingly, the MTL Directors intend unanimously to recommend that MTL Shareholders accept the Offer, as the MTL Directors have irrevocably undertaken to do in respect of their own beneficial shareholdings as further described below. * It is expected that the Offer Document, containing further information about the Offer will be posted to MTL Shareholders as soon as possible and in any event no later than 28 days after the publication of this announcement. * Cooper is a global manufacturer with 2006 revenues of $5.2 billion and net income of $464 million with approximately 33 per cent. of sales outside the US. 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. Through these segments, Cooper serves four major markets: the industrial, commercial construction, residential and utility markets. Cooper is listed on the NYSE (ticker: CBE) and has a current market capitalisation of approximately $10 billion. For more information, visit the website at www.Cooperindustries.com. 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 Offer, Malcolm D. Coster, Chairman of MTL, said: "I believe that this represents an excellent deal for MTL's shareholders and reflects the significant value that the company has built over the last few years. There is much still to do in building the market position that MTL is targeting for the future and Cooper's complementary product range and global infrastructure will be instrumental in helping MTL to achieve this" Commenting on the proposed transaction, Dr. Graeme S. Philp, Chief Executive 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 whilst, importantly, 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".