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Cooper Offers to Acquire Menvier-Swain Group plc

13 November 1997

Cooper Offers to Acquire Menvier-Swain Group plc in Transaction Valued at Approximately $280 Million

    HOUSTON, Nov. 13 -- Cooper Industries and
Menvier-Swain Group plc today jointly announced an agreement under which
Cooper proposes to acquire Menvier-Swain in a transaction valued at
approximately $280 million.  The offer to purchase Menvier-Swain Group's
publicly traded shares will be made by a subsidiary of Cooper.  The Board of
Menvier-Swain Group plc has recommended that its shareholders accept the terms
of Cooper's offer.  Menvier-Swain will become part of Cooper's Electrical
Products segment.
    Menvier-Swain Group plc, headquartered in Banbury, England, is a leading
manufacturer of emergency lighting for commercial and industrial applications,
and alarms and sensors for building security and safety systems.  Menvier-
Swain has annual sales of approximately $186 million, and employs more than
1,500 people in facilities in Europe, Australia and the Far East.
    "The acquisition of Menvier-Swain is another important step in our long-
term strategy to enter new markets and extend the global reach of Cooper's
Electrical Products segment.  It is an exceptional opportunity to combine
Menvier-Swain's strength in the European emergency lighting market with
Cooper's existing activities," said H. John Riley, Jr., Chairman, President
and Chief Executive Officer of Cooper Industries.  "In addition, Menvier-Swain
opens up several new market opportunities for us, with reputable brand names
and access to markets and customers not currently served by Cooper.  We are
looking forward to working with Menvier-Swain employees, suppliers and
customers to build the business and add value for Cooper's shareholders,"
Riley added.
    The offering is subject to a number of conditions including customary
regulatory approvals in the United Kingdom, Germany and certain other
countries.  The transaction is expected to close before the end of the first
quarter of 1998.
    Cooper Industries, with 1996 revenues of $5.3 billion, is a diversified,
worldwide manufacturer of electrical products, tools and hardware, and
automotive products.  Additional information about Cooper is available on the
company's World Wide Web site: http://www.cooperindustries.com .
    This announcement does not constitute an offer or an invitation to
purchase any securities, directly or indirectly, in the United States, Canada,
Australia or Japan.  Further, this release is not for distribution in Canada,
Australia or Japan.

SOURCE  Cooper Industries, Inc.