ST. LOUIS, Jan. 17, 2023 /PRNewswire/ --Emerson (NYSE: EMR) today announced that it submitted a proposal to the Board of Directors of National Instruments ("NI") (NASDAQ: NATI) to acquire NI for $53 per share in cash at an implied enterprise value of $7.6 billion. But the listening is incredibly important across the entire enterprise. Proposal Represents Immediate, Compelling Cash Premium of 32% Over NI's Closing Share Price on January 12, 2023, Offers Deal Certainty for NI Shareholders No Financing Contingency, No Anticipated Regulatory Concerns, Public Proposal Follows Numerous Attempts to Engage with NI in Private over Last Eight Months, Leading Up to NI's Public Announcement of Strategic Review, NI's Test and Measurement Technology Fully Aligned with Emerson's Strategy to Develop a Cohesive, Higher Growth and Higher Margin Portfolio and Advance Global Automation Focus, Emerson to Host Conference Call to Discuss Proposal Today at 8:30 a.m. Eastern Time. While applicable regulatory approvals will be required, we do not expect there to be substantive impediments to closing. Further Diversification of End Markets: With favorable long-term trends and an estimated priority target TAM of $35 billion, test and measurement is a fast-growing and complementary adjacency to Emerson's portfolio. This communication is not a substitute for any proxy statement or other documents Emerson may file with the SEC in connection with the election of the Nominees or the Proposed Transaction. Emerson Electric Co executives and other stock owners filed with the SEC include: Track performance, allocation, dividends, and risks, Annotate, download XLSX & look up similar tables, Filter, compare, and track coins & tokens, Stocks and cryptocurrency portfolio tracker. On average, Emerson Electric Co executives and independent directors trade stock every 37 days with the average trade being worth of $2,231,339. As such, we are increasing our Proposal, from $48 per share to $53 per share (our "Improved Proposal"). As you have seen through our discussions, we have a deep understanding of the test and measurement sector and specifically NI. Since then, NI's share price has underperformed both the broader market and its key peer, Keysight, with the stock down 31% in a period where the NASDAQ Index gained 36% and NI's closest peer Keysight gained 206%. You can see the complete history of Mr. Karsanbhai stock trades at the bottom of the page. This communication relates to a proposal which Emerson Electric Co. ("Emerson") has made for a business combination transaction with the Company (the "Proposed Transaction"). Product(s) in your cart may not be available in the selected country and will be removed from your cart if you choose the SELECT button below. Attached please find Emerson's demand as a stockholder of National Instruments Corporation ("NI") for inspection of books and records of NI. We have followed NI for many years and believe that the Proposal is a unique opportunity for NI shareholders to realize a certain cash value and to accelerate the execution of your vision to automate test across the product lifecycle. To that end, we would be willing to extend the standstill agreement by one week and may see the potential for a very modest increase in value, subject to the following: We believe our offer is compelling and that there is a path to working with your Board privately and collaboratively towards a potential transaction. Although we question the motivations for your updated guidance, we do believe in the long-term potential of the NI business under Emerson's leadership and, in the spirit of achieving engagement, we are willing to incorporate your updated outlook to improve our offer. President This copy is for your personal, non-commercial use only. We appreciate you and your team hosting us in Austin on January 4th and the one follow-up call between the teams on January 9th. Get to Know Emerson President and CEO Lal Karsanbhai The companys recent strategic moves, ambitious commitments, and leadership evolution all demonstrate its focus on advancing progress. Karsanbhai served as president of Emersons former Network Power business in Europe, Middle East and Africa from 2014 until 2016, when he was named group president of Emersons Rosemount Measurement & Analytical. Branch Banks at Little Rock, Arkansas; Louisville, Kentucky; and Memphis, Tennessee. So just to flip that question, how have you stayed the same throughout your career? On November 15, 2022, NI responded to Emerson, indicating that it had created a working group of its Board to examine Emerson's proposal in greater detail, as well as evaluate options with the assistance of advisors. I grew up living in many cities around the world in Europe, Africa and the U.S., so I was keen to start my tenure at Emerson in international planning working Over the last 20 years, insiders at Emerson Electric Co have traded over $46,654,427 worth of Emerson Electric Co stock and bought 1,242,197 units worth $61,240,741 Additionally, Emerson does not anticipate any significant regulatory risks or delays given the complementary nature of the two businesses. If so, we can work to arrange the logistics. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected timing and structure of the proposed transaction; the ability of the parties to negotiate, enter into and complete the proposed transaction; the expected benefits of the proposed transaction, such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; the competitive ability and position of Emerson following completion of the proposed transaction; legal, economic and regulatory conditions; and any assumptions underlying any of the foregoing. Karsanbhai was named president of Emersons Fisher regulator technologies in 2008. In the role, he was responsible for a global business comprised of four distinct business units, nine manufacturing plants and 2,200 employees. In 2012, he moved to the role of vice president of planning, which he held until 2014. But an organization is better off with a decision that can be ultimately, perhaps, corrected over time and to move forward in a direction. Process Control for Power & Water Industries, SCADA, Remote Terminal Units (RTU) & Flow Computers, Programmable Automation Control Systems (PLC/PAC), Coriolis, Magnetic & Vortex Sizing and Selection, AVENTICS Product Calculation Pneumatics, Electrical Construction Materials & Lighting, Click to view our Accessibility Policy and contact us with accessibility-related issues, Residential Construction & Home Improvement, Do Not Sell or Share My Personal Information, Transparency in Coverage Machine-Readable Files. Its Commercial & Residential Solutions business helps ensure human comfort and health, protect food quality and safety, advance energy efficiency, and create sustainable infrastructure. R. Eddie Dixon, Jr.Chief Legal Officer, Senior Vice President & Secretary, December 16, 2022 NI's Email Confirming January 4 Meeting with Emerson, From: Eric Starkloff Sent: Friday, December 16, 2022 To: Lal KarsanbhaiSubject: Re: Re: Re: Re: Follow up to NI letter dated August 2nd. Benefits of the transaction include: Aligned with Emerson's Portfolio Transformation Into a Cohesive, Higher Growth, and More Profitable Company:Emerson is actively transforming its portfolio to create a higher value, cohesive industrial technology portfolio serving a diversified set of end markets. In this role, which he began in October 2018, Karsanbhai was responsible for leading strategies, technologies and innovations to help essential industries enhance operations and achieve Top Quartile performance. He led Automation Solutions to strong performance, elevating Emersons software profile and digital transformation business. Full details, including Emerson's previous correspondence with NI, are available at www.MaximizingValueAtNI.com. WebKarsanbhai is also the 504,994 th most commonly occurring forename world-wide It is held by 304 people. Colleen MettlerVice President, Investor Relations(314) 553-2197, Jim Golden / Joseph Sala / Tanner KaufmanJoele Frank, Wilkinson Brimmer Katcher(212) 355-4449, 1Hart-Scott-Rodino Antitrust Improvements Act of 1976, View original content to download multimedia:https://www.prnewswire.com/news-releases/emerson-announces-premium-all-cash-proposal-to-acquire-national-instruments-for-53-per-share-301723259.html, https://www.prnewswire.com/news-releases/emerson-announces-premium-all-cash-proposal-to-acquire-national-instruments-for-53-per-share-301723259.html, Millions snap up new Germany-wide public transit ticket, World Bank set to launch more robust, transparent business climate rankings, Biden to reassure Philippines' Marcos as China tensions flare, US Futures Dip, JPMorgan Wins First Republic Bid: Markets Wrap, Qatar Airways CEO expects deliveries from Boeing, Airbus soon. # # # About Emerson the nation with a safe, flexible, and stable monetary and financial As Emerson outlined at our recent Investor Conference, we are transforming our portfolio toward higher-growth automation markets aligned with secular macro trends, which will deliver significant growth and profitability for years to come. The team executes. Pete Lilly - IR. The proposed transaction continues Emerson's transformation into a global automation company. Copyright 2021 STUDIO CLARUS sas | P.I. I dont think thats changed. Il "bonus pubblicit" stato prorogato per il 2021 e per il 2022: come funziona e quali novit sono state introdotte? Video Quick Take: Emersons Lal Karsanbhai on Agile Leadership November 21, 2022 NI's Response to Emerson, From: Eric StarkloffSent: Monday, November 21, 2022To: Lal Karsanbhai; Michael McgrathSubject: Re: Follow up to NI letter dated August 2nd. Emerson is prepared to proceed immediately to work with NI and its advisors to complete due diligence and to negotiate a mutually agreeable merger agreement (the "Definitive Agreement") in parallel. I am writing to follow up on our November 3rd letter which outlined our improved proposal for the acquisition of all of the outstanding shares of National Instruments Corporation ("NI") by Emerson Electric Co. ("Emerson"). ST. LOUIS (Feb. 1, 2021) Emerson (NYSE: EMR), a global technology and industrial software leader, today In addition to the immediate value created for your shareholders as outlined in the Proposal, Emerson has demonstrated long term stewardship and investment in acquired businesses over many decades. This communication contains "forward-looking" statements as that term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act, as amended by the Private Securities Litigation Reform Act of 1995. I wanted to let you know that we will be discussing your follow-up letter at our regularly scheduled board meeting at the end of this month. In your email, you advised that you had established a working group of the Board, and you would consider a meeting with representatives from the working group and management after the Thanksgiving holiday. Our Proposal to acquire all of NI's outstanding shares at $48 per share in cash offers significant value to your shareholders measured against both short and longer-term metrics, specifically a: We are highly confident your shareholders would view our cash offer favorably and recent market data points reinforce this view, including: We prefer to engage in collaborative, bilateral discussions with minimal distraction to your management team to reach an agreement privately. The proposal, which is not subject to any financing conditions, was submitted to NI on November 3, 2022, and represents an improvement over an initial $48 per share proposal submitted on May 25, 2022. Does Wednesday, January 4 work for you? We received your email on November 21st responding to our email of November 16th requesting that our advisors meet before Thanksgiving. 200 North Main Street, Memphis, TN 38103 Its a great question, Todd. Please contact us if you need assistance purchasing this product in another country. We received your email on November 16th responding to our letter of November 15th. One Federal Reserve Bank Plaza He lived on month day 2003, at address. 2019 MINI COOPER S COUNTRYMAN SIGNATURE in Edmond, OK Mini Cooper Countryman Features and Specs. What have you learned over the past few years about yourself and about your approach to leading and navigating change through these challenging times? Dr. Bullard is a native of Forest Lake, Minnesota. Karsanbhai was named CEO of the $18.2 billion global technology and industrial software leader in 2021. Emerson CEO Dave Farr to Retire After 21 Years - WSJ In your letter you advised that you will provide the documents "shortly" without more specificity. But Ive always been respectfulrespectful of people, respectful of the organization. August 2, 2022 NI's Second Response to June 22 Letter. Honeywell has been one of ABB's top competitors. Emerson believes that there is a path to a friendly transaction and urges NI shareholders to make their views known to NI's management and Board. Karsanbhai was named president of Emersons Fisher regulator technologies in 2008. Broadway and Locust Streets Underscoring its commitment to consummating a transaction, Emerson has purchased 2.3 million shares of NI stock and has received approval under HSR1 to increase its stake. Lal, thanks for being here today. Its important for a company to set values and use them as the North Star for how we communicate and how we navigate through the challenges. As outlined at Emerson's November 29, 2022 Investor Conference, test and measurement is one of Emerson's four priority segments. I also would like to follow-up on my letter dated Wednesday, December 7, 2022 to you requesting documentation mandated by NI's bylaws in connection with the nomination of directors and your letter earlier today. In a November 3, 2022 letter, Emerson outlined the terms of an improved all-cash proposal of $53 per share and highlighted its numerous attempts to engage with NI to that date. Earn badges to share on LinkedIn and your resume. We can give no assurance that such plans, estimates or expectations will be achieved and therefore, actual results may differ materially from any plans, estimates or expectations in such forward-looking statements. The Board has unanimously determined that your letter does not provide a basis for further discussions. WebKarsanbhai, 51, began his career at Emerson in the mid-90s after receiving an MBA from Washington University, and his work has since sent him around the globe, including Ill answer that through what I believe is the most important role that I have as CEO of Emerson, which is nurturing talent, the ability of our company to attract and retain the best. Lal Karsanbhai | Emerson President and Chief Executive Officer Karsanbhai is fluent in Portuguese, French and English and has lived and worked in Europe, Africa and North America. He has a bachelors degree in economics from the University of Michigan and a masters degree in business administration from Washington University in St. Louis. Our strong preference is to work constructively and expeditiously with you and your board to announce a Definitive Agreement. The most active insiders traders include Randall L Stephenson, David N Farr, and Technologies Inc Aperture. He started his professional career at Emerson in 1995, the year he Emerson CEO Dave Farr to Retire After 21 Years. We need to be willing to think differently, to challenge work processes, things weve done in the past, and adapt for the environment that were in. NI's strategic review announcement comes more than two months after the NI Board purportedly formed a working group to evaluate options with its advisors with no results. Covers the state of Arkansas; 44 counties in southern Illinois; 24 counties in southern Indiana; 64 counties in western Kentucky; 39 counties in northern Mississippi; 71 counties in central and eastern Missouri; the city of St. Louis; and 21 counties in western Tennessee. Great. Org Chart Emerson Electric Mr. Karsanbhai owns over 10,000 units of Emerson sees significant potential for profit and cash flow improvement across the NI business by applying proven operational excellence and productivity levers through Emerson's Management System. https://www.wsj.com/articles/emerson-ceo-dave-farr-to-retire-after-21-years-11612193979. Eric StarkloffPresident and Chief ExecutiveOfficer, November 3, 2022 Emerson's Third Offer Letter to NI. We are prepared to move quickly to complete such due diligence when appropriate. Additional Information and Where to Find It. Its important to listen. He is currently an honorary professor of economicsat Washington University in St. Louis. We have no current plan to disclose this letter and assume that you do not intend to either. I think, to begin with, values matter. NI did not respond to Emerson's latest letter sent on January 11 before its public announcement. P.O. We stand ready to work immediately with NI's Board and management team to reach an agreement that would provide a compelling premium and certain cash value today for all NI shareholders. He will remain chairman of the board until May 4. You advised that it would be premature for our advisors to meet at that time. Embedded in our guide is an assumption for -- if you just back into it about 32% operating leverage in Q4 for Emerson as a whole. This Proposal has been reviewed with Emerson's board of directors who support the proposed transaction. Get a $50 reward card using this AT&T promo code, Kohl's promo code: 30% Off for Kohl's Rewards Members, Save up to $15 with TurboTax coupon May 2023, 10% TopResume Discount Code for expert resume-writing services. our Subscriber Agreement and by copyright law. Emerson CEO Karsanbhai to make almost $16 million in first year Over 90% of the challenges that Emerson faces on a daily basis I never hear about. Participants can access a live webcast available at www.Emerson.com/en-us/investors at the time of the call. (And regarding the two bylaw documents referred to in your note, my GC Eddie Dixon will be separately replying to your counsel to get that addressed. The oldest executive at Emerson Electric Co. is ArthurGolden, 73, who is the Independent Director. Emerson has organized the resources to work expeditiously toward a transaction with NI, has shared a merger agreement with NI, and is prepared to transact promptly. Manufacturer promotes Lal Karsanbhai to chief executive; Farr to remain chairman until May. NI and its Board of Directors take your proposal seriously, in accordance with our fiduciary duties. Pleasecontact usfor assistance. Emerson is disappointed that NI chose to announce a strategic review and put in place a poison pill on January 13, 2023, rather than engaging privately and constructively. Emerson has performed due diligence with publicly available information and would have only limited and specific confirmatory due diligence requirements. He is fluent in Portuguese, French and English. Lal Karsanbhai - President and CEO. Louis, MO 63136-8506. January 11, 2023 Emerson's Fourth Offer Letter to NI. Emerson has made numerous attempts to engage constructively with NI in private since May 16, 2022, as outlined in the correspondence below. NI has an attractive financial profile, with approximately 70% gross margins. The Federal Reserve, the central bank of the United States, provides The estimated Net Worth of Surendralal Lanca Karsanbhai is at least $14.2 Million dollars as of 16 November 2022. This acquisition would enable Emerson to further expand and diversify its customer base within highly attractive end markets with strong secular trends including semiconductor, automotive and electric vehicles, and aerospace and defense. Studio Clarus usa i dati che fornisci al solo scopo di rispondere alle vostre richieste nel rispetto del Regolamento UE 2016/679 GDPR. 11350480015 | Il marchio e regolarmente registrato, e tutti i contenuti sono di proprieta esclusiva della Studio Clarus. We are very motivated to conclude a transaction that benefits both companies as well as our respective shareholders. In preparation for all options, we would note: I continue to be available to meet with you at your convenience and have also instructed our financial and legal advisors to make themselves available to meet with your advisors. Distribution and use of this material are governed by Il bando ha l'obiettivo di promuovere la crescita inclusiva, di rafforzare l'occupabilit e la permanenza in azienda. Our Improved Proposal delivers compelling all cash value and provides credit for significant future earnings, including your recently updated guidance. We have to be ready to debate. This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. December 14, 2022 NI's Request for a Call with Emerson, From: Eric Starkloff Sent: Wednesday, December 14, 2022 To: Lal KarsanbhaiSubject: Re: Re: Re: Follow up to NI letter dated August 2nd. Great. Combining NI with Emerson would lead to significant opportunities for both of our teams and further develop our position as a premier global automation company. The offer provides substantial premiums to both current and historical metrics, specifically: For reference, the last time NI's share price closed above $53 was on March 12th, 2018. WebFERGUSON Emerson reported that President and CEO Lal Karsanbhais total pay for the fiscal year 2021 was $15.8 million. Over a period starting almost 6 months ago, we have consistently been prepared to provide your shareholders an all-cash offer at a meaningful premium, which your Board has repeatedly rebuffed and refused to provide even limited financial information. Please provide an update on your process and advise when the advisors can connect, as well as timing for the meeting with the working group and management. Competitors But its important to pull the trigger. I hope you had a good 4th of July weekend. Significant Financial Benefits: The transaction is expected to be accretive to Emerson's adjusted EPS in the first year, meets Emerson's communicated returns threshold and will improve Emerson's overall growth. Please confirm receipt of this letter. Karsanbhai will be just the fourth CEO since 1954 to lead the industrial Web101 South Fifth Street, Suite 1920, Louisville, KY 40202 (502) 568-9200 Memphis 200 North Main Street, Memphis, TN 38103 P.O. Lal KarsanbhaiPresident and Chief Executive Officer, June 16, 2022 NI's Response to May 25 Letter, Lal KarsanbhaiPresident and Chief Executive OfficerEmerson Electric Co.8000 West Florissant AvenuePO Box 4100St. I received your letter dated November 15th in response to our November 3rd letter. Lal Karsanbhai has ", Mr. Karsanbhai continued, "We have long admired NI and believe that combining its best-in-class electronic test and measurement product and software offerings with Emerson's industry-leading automation technology and software would enhance our ability to bring comprehensive solutions to a diverse set of end markets, accelerating growth and positioning Emerson to create significant shareholder value. There are 25 older and 1 younger executives at Emerson Electric Co.
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