"Although Emerson would have preferred to reach an agreement privately, given NI's announcement that it is undertaking a strategic review, and after refusing to work with us toward a premium cash transaction over the past eight months, we are making our interest public for the benefit of all NI shareholders," said Lal Karsanbhai, President and Chief Executive Officer of Emerson. I dont think thats changed. Given you have now been in possession of a Proposal from Emerson since May, and now an Improved Proposal, I request that you respond promptly to this letter. Box 407, Memphis, TN 38101-0407 Any forward-looking statements speak only as of the date of this communication. Lal Karsanbhai Look, I think, John, good question. Under our Improved Proposal, Emerson proposes to purchase 100% of the outstanding common stock of NI for $53 in cash per common share which implies an equity value of $7.1 billion and an enterprise value of $7.6 billion. Lal Karsanbhai - President and Chief Executive Officer - LinkedIn 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. Please contact us if you need assistance purchasing this product in another country. Thats a great point. WebKarsanbhai 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 While it is our preference to work with your Board privately and collaboratively towards a potential transaction, another refusal to engage will force us to ensure your shareholders can assess our Improved Proposal directly. Its Commercial & Residential Solutions business helps ensure human comfort and health, protect food quality and safety, advance energy efficiency, and create sustainable infrastructure. Following up on our call yesterday, just to confirm that your suggestion of getting together the first week of January in Austin works for us, and I'm looking forward to seeing you in person. Most recently he exercised 10,000 units of EMR stock worth $650,700 on 16 November 2022. I received your letter dated November 15th in response to our November 3rd letter. Dr. Bullard's research has appeared in numerous professional journals, including the Journal of Monetary Economics; Journal of Money, Credit, and Banking; Journal of Economic Growth; and Journal of Economic Theory. Emerson's first outreach to NI regarding a potential all-cash acquisition was on May 16, 2022, and Emerson's initial $48 per share proposal was formalized in a letter on May 25, 2022. 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. Stephens Building, 111 Center Street, Suite 1000, Little Rock, AR 72201 We believe this Improved Proposal presents the best and most certain path to maximize value for NI shareholders. 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. Box 4100St. This Proposal has been reviewed with Emerson's board of directors who support the proposed transaction. I'd like to schedule a call with you later this week to discuss next steps and a potential meeting. 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. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the election of the Nominees as directors of the Company and/or the Proposed Transaction, including a description of their direct or indirect interests in such matters, by security holdings or otherwise, will be set forth in any proxy statement(s) and other relevant materials related to such matters if and when they are filed with the SEC. We are highly enthusiastic about the prospects of what we can achieve together. Mailing information In addition, pursuant to NI's Bylaws, a stockholder proposing to nominate directors for election at the next AGM is required to submit two documents in the form provided by the Company Secretary. Emerson (NYSE: EMR) is a global technology and software company providing innovative solutions for the world's essential industries. Access more than 40 courses trusted by Fortune 500 companies. Surendralal L Karsanbhai is President, Chief Executive Officer & Director at Emerson Electric Co. Mr. Karsanbhai received an Pleasecontact usfor assistance. Emerson is the global technology, software and engineering powerhouse driving innovation that makes the world healthier, safer, smarter and more sustainable. The Ferguson-based technology and engineering conglomerates latest move in that effort came together at an unlikely venue: an Italian restaurant in the North End neighborhood of Boston. Lal Karsanbhai has By continuing your navigation, you consent to their use. This Proposal is based on publicly available information under the assumption that it presents fairly and completely NI and its businesses and its outstanding debt and share count. The oldest executive at Emerson Electric Co. is ArthurGolden, 73, who is the Independent Director. . 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. Thank you, Todd. He is currently serving a full term that began March 1, 2021. 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%. 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. I received your letter dated Thursday, June 16th, responding to our proposal from Wednesday, May 25th (the "Proposal") for the acquisition of all of the outstanding shares of National Instruments Corporation ("NI") by Emerson Electric Co. ("Emerson"). As the nomination window opens shortly (Wednesday, December 28, 2022), we would appreciate a timely response and in any case before the deadline stated in the attachment. Conference call slides will be posted in advance of the call on the company website and at www.MaximizingValueAtNI.com. So, Lal, how have you evolved as a leader in your role as the CEO of Emerson? 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. November 15, 2022 NI's Response to November 3 Letter. I can be available Thursday between 11:30 and 2:00 and after 3:30 CST, and Friday any time before noon. We are prepared to engage with NI's Board and management team immediately and have organized the resources to work towards a transaction expeditiously. Manufacturer promotes Lal Karsanbhai to chief executive; Farr to remain chairman until May. After receiving your terse response and continued refusal to engage with Emerson for the benefit of NI's shareholders, we decided to wait to see if your revised guidance, investor day communication, and Q3 results might fundamentally alter investors' views of NI's value or signal an acceleration in NI's outlook that we could incorporate into our thinking before reaching out to you again. 11350480015 | Il marchio e regolarmente registrato, e tutti i contenuti sono di proprieta esclusiva della Studio Clarus. He held this role until his appointment as leader of Automation Solutions in 2018. (501) 324-8300, Louisville President P.O. Il bando ha l'obiettivo di promuovere la crescita inclusiva, di rafforzare l'occupabilit e la permanenza in azienda. Learn more about his forward-thinking vision, focused on Does Wednesday, January 4 work for you? Given the upcoming July 4th holiday, we recognize you may not be able to get back to us until the week of July 11th. Investors and security holders will be able to obtain free copies of these documents filed with the SEC if and when available without charge through the website maintained by the SEC at www.sec.gov or, in the case of documents filed by Emerson, by contacting the investor relations department of Emerson: Emerson8000 West Florissant Avenue, P.O. 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. ", Combination Would Advance Emerson's Global Automation Focus. He is also a member of Business Roundtable and The Business Council. 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. # # # About Emerson So having the right team in place is vital. Copyright 2023 Dow Jones & Company, Inc. All Rights Reserved. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target" or other similar words or expressions or negatives of these words, but not all forward-looking statements include such identifying words. We need to be agile. 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. Emerson, headquartered in St. Louis, Missouri (USA), is a global technology and engineering company providing innovative solutions for customers in industrial, commercial, and residential markets. Lal, as all difficult times do, the pandemic era that were living in has shone a spotlight on leaders and leadership. 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. He held a number of business development positions of increasing responsibility before being appointed director of corporate planning in 1999. We ask that NI respond fully to the request no later than Sunday, December 18, 2022. Lal, when you consider your approach to leadership, what are the top three areas you like to focus on? NI has an attractive financial profile, with approximately 70% gross margins. Great. 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. ), December 14, 2022 NI's Response to Emerson, Sara Bosco, Esq.Senior Vice President, Secretary and Chief Legal OfficerEmerson Electric Co.8000 West Florissant AvenuePO Box 4100St. With NI, Emerson would gain a strong, complementary portfolio of differentiated electronic test and measurement offerings, and a technology stack of industry-leading intelligent devices, controls and software that complements Emerson's technology stack in its core automation markets. In addition, after receiving the initial May 25, 2022 proposal from Emerson, NI not only refused to engage with Emerson it repurchased more than 2 million shares at an average weighted price of $40.25, the largest quarterly repurchase in its history on a dollar basis, depriving its shareholders of the opportunity to realize immediate cash value through the transaction price, which is significantly above the repurchase price. 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. As we discussed yesterday, we are not seeking to prevent you from making board nominations for our next annual meeting, and expect we can get the NDA organized and agreed in short order. On average, Emerson Electric Co executives and independent directors trade stock every 37 days with the average trade being worth of $2,231,339. He served as vice president of the regulator technologies business from 2002 until 2005, when he moved to Gallardon, France, as vice president and general manager of natural gas. There, he was responsible for integrating two European natural gas entities, restructuring the business and setting up a plant in Cluj-Napoca, Romania. 87990cbe856818d5eddac44c7b1cdeb8, Continue reading your article witha WSJ subscription, Already a subscriber? We look forward to prompt and complete responses on all of the above matters. The first is trust and empowerment. 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. Lal Karsanbhai is currently President, Chief Executive Officer and Director at Emerson Electric and Director at Federal Reserve Bank of St. Louis. Investor Conference Call and Presentation. NI and its Board of Directors take your proposal seriously, in accordance with our fiduciary duties. I look forward to hearing from you promptly. Mr. Farr is one of the longest-serving CEOs in the S&P 500. 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 Readers are cautioned not to place undue reliance on any of these forward-looking statements. St. Louis, MO 63102 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. Mr. Karsanbhai owns over 10,000 units of WebEmerson is a Public company that was founded in Saint Louis, Missouri in 1890. 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. The team performs. Please enable JavaScript to use this website. July 6, 2022 NI's First Response to June 22 Letter, From: Eric StarkloffSent: Wednesday, July 6, 2022To: Lal KarsanbhaiSubject: Re: Follow-up to NI letter dated June 16. The estimated Net Worth of Surendralal Lanca Karsanbhai is at least $14.2 Million dollars as of 16 November 2022. While applicable regulatory approvals will be required, we do not expect there to be substantive impediments to closing. The proposed transaction continues Emerson's transformation into a global automation company. 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. And based on your comments around the areas you are interested in learning more about our business, I think the meeting will be a mutually valuable one. Karsanbhai is fluent in Portuguese, French and English and has lived and worked in Europe, Africa and North America. 2019 MINI COOPER S COUNTRYMAN SIGNATURE in Edmond, OK Mini Cooper Countryman Features and Specs. November 16, 2022 Emerson's Response to NI, From: Lal KarsanbhaiSent: Wednesday, November 16, 2022To: Eric Starkloff; Michael McGrathSubject: Re: Follow up to NI letter dated August 2nd. https://www.wsj.com/articles/emerson-ceo-dave-farr-to-retire-after-21-years-11612193979. I will be in touch with you after the board meeting to discuss. Through its leading automation portfolio, including its majority stake in AspenTech, Emerson helps hybrid, process and discrete manufacturers optimize operations, protect personnel, reduce emissions and achieve their sustainability goals. Mr. Karsanbhai owns over 10,000 units of Emerson Electric Co stock worth over $8,743,284 and over the last 4 years he sold EMR stock worth over $616,760. WebSurendralal Lal Karsanbhai is President/CEO at Emerson Electric Co. See Surendralal Lal Karsanbhai's compensation, career history, education, & memberships. Furthermore, Emerson is prepared to nominate directors for election to NI's Board. Karsanbhai began his career at Emerson in 1995 as an international planner. The team executes. We look forward to hearing from you. The most recent stock trade was executed by Mark J Bulanda on 12 December 2022, trading 40,000 units of EMR stock currently worth $2,602,800. Finally, the Emerson proposal is not subject to any financing conditions. As the Executive President - Automation Solutions of Emerson Electric Co, the total compensation of Surendralal Karsanbhai at Emerson Electric Co is $4,585,450. Senior Executive Vice President and Chief Financial Officer, Executive Vice President and Chief Operating Officer, Senior Vice President and Chief People Officer. Studio Clarus usa i dati che fornisci al solo scopo di rispondere alle vostre richieste nel rispetto del Regolamento UE 2016/679 GDPR. Rather than wait for you to achieve an uncertain 2023, our cash offer gives your shareholders immediate credit today. A few things I can share with you, Todd. So just to flip that question, how have you stayed the same throughout your career? In that regard, we ask that you provide the supplemental information requested in my December 7 letter in addition to the two documents. 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. It is subject to the completion of customary and confirmatory due diligence (e.g., tax, environmental, legal, etc.). Pete Lilly - IR. Our strong preference is to work constructively and expeditiously with you and your board to announce a Definitive Agreement. Lal, thank you so much for your conversation today and for all of your insights. He led Automation Solutions to strong performance, elevating Emersons software profile and digital transformation business. BONUS PUBBLICITA: prorogato anche per il 2021! 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. Honeywell has been one of ABB's top competitors. And that purpose is really driving innovation that makes the world safer, healthier, smarter, and more sustainable. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others: (1) the outcome of any discussions between Emerson and the Company with respect to the proposed transaction, including the possibility that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein, (2) that one or more closing conditions to the proposed transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that any required approval by the stockholders of the Company may not be obtained; (3) the risk that the proposed transaction may not be completed in the time frame expected, or at all; (4) unexpected costs, charges or expenses resulting from the proposed transaction; (5) uncertainty of the expected financial performance of Emerson following completion of the proposed transaction; (6) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the business of the Company with the business of Emerson; (7) the ability of Emerson to implement its business strategy; (8) difficulties and delays in achieving revenue and cost synergies; (9) inability to retain and hire key personnel; (10) the occurrence of any event that could give rise to termination of the proposed transaction; (11) potential litigation in connection with the proposed transaction or other settlements or investigations that may affect the timing or occurrence of the contemplated transaction or result in significant costs of defense, indemnification and liability; (12) evolving legal, regulatory and tax regimes; (13) changes in economic, financial, political and regulatory conditions, in the United States and elsewhere, and other factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID-19) pandemic (the "COVID-19 pandemic")), geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current or subsequent U.S. administration; (14) the ability of Emerson and the Company to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during longterm disruptions such as the COVID-19 pandemic; (15) the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets, including any quarantine, "shelter in place," "stay at home," workforce reduction, social distancing, shut down or similar actions and policies; (16) actions by third parties, including government agencies; (17) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (18) the risk that disruptions from the proposed transaction will harm Emerson's and the Company's business, including current plans and operations; (19) certain restrictions during the pendency of the acquisition that may impact Emerson's or the Company's ability to pursue certain business opportunities or strategic transactions; (20) the ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; and (21) other risk factors as detailed from time to time in Emerson's and the Company's reports filed with the SEC, including Emerson's and the Company's annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC.

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