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Cooper Industries Declares Tender Offer for Menvier-Swain Unconditional in all Respects

15 December 1997

Cooper Industries Declares Tender Offer for Menvier-Swain Unconditional in all Respects

    HOUSTON, Dec. 15 -- Cooper Industries announced
today the conditions of its previously announced tender offer for the
outstanding ordinary shares of Menvier-Swain plc have been satisfied or
waived, and that the offer is now unconditional in all respects.  All of the
necessary regulatory requirements have been satisfied and Cooper will purchase
all of the shares that have been tendered pursuant to the offer.
    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 and Australia.
    Cooper Industries has received acceptances for approximately 73% of
Menvier-Swain's outstanding ordinary shares.  In addition, Cooper Industries
already owns approximately 22% of Menvier-Swain's outstanding ordinary shares.
The offer for the balance of the ordinary shares will remain open until
further notice.  Cooper Industries will acquire any additional shares under
the compulsory acquisition rules applicable to companies in the United
Kingdom.  The total value of the transaction is expected to be approximately
$280 million.  Menvier-Swain will be part of Cooper's Electrical Products
segment.
    "We welcome Menvier-Swain's employees and customers worldwide to the
Cooper Industries family," said H. John Riley, Chairman, President and Chief
Executive Officer of Cooper Industries.  "We look forward to adding value for
our shareholders by building on the combined strengths of Menvier-Swain and
our other related Electrical Products operations."
    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.