ST.
LOUIS, Jan. 23, 2023 /PRNewswire/ --
Emerson (NYSE: EMR) today issued the following statement regarding
its all-cash proposal to acquire National Instruments ("NI")
(NASDAQ: NATI) for $53 per share.
Emerson's objective with publicly disclosing our proposal to
acquire NI was to ensure that the NI Board of Directors
executed a fair and transparent strategic review process, and that
NI's shareholders understood the credibility of our proposal.
Over the course of the last week, following the public
statements by Emerson and NI, we have been pleased to see
engagement between the management teams and advisors for NI and
Emerson. We are optimistic that the NI Board has commenced a
process that we believe will lead to the sale of the company. NI
has also confirmed Emerson will be a participant in that
process.
With the steps that NI and its Board have taken since our public
proposal, Emerson has decided to proceed in its pursuit of
acquiring NI without nominating its selected Independent Directors
for election to NI's Board at its upcoming Annual Meeting of
Stockholders.
Emerson is committed to an acquisition of NI and is
participating in the strategic review process. We believe our
premium all-cash proposal at $53 a
share, with no financing conditions or anticipated regulatory
concerns, is compelling and in the best interest of Emerson and NI
shareholders. We look forward to continued engagement with NI and
its advisors and moving swiftly towards an agreed
transaction.
Additional details on Emerson's proposal and previous
correspondence with NI are available at
www.MaximizingValueAtNI.com.
Goldman Sachs & Co. LLC and Centerview Partners LLC are
serving as financial advisors to Emerson and Davis
Polk & Wardwell LLP and Sidley Austin LLP are serving as
legal advisors.
About Emerson
Emerson (NYSE: EMR) is a global technology and software
company providing innovative solutions for the world's essential
industries. 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. For more
information, visit Emerson.com.
Additional Information and Where to Find It
This communication relates to a proposal which Emerson Electric
Co. ("Emerson") has made for a business combination transaction
(the "Proposed Transaction") with National Instruments Corporation,
a Delaware corporation (the
"Company"). 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. In
furtherance of this proposal and subject to future developments, if
a negotiated transaction is agreed to, the Company and Emerson may
file one or more proxy statement(s) or other documents with the
U.S. Securities and Exchange Commission ("SEC"). This communication
is not a substitute for any proxy statement or other documents the
Company and Emerson may file with the SEC in connection with the
Proposed Transaction.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
ANY PROXY STATEMENT(S) AND/OR OTHER DOCUMENTS IF AND WHEN THEY ARE
FILED, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
IN CONNECTION WITH THE PROPOSED TRANSACTION, BECAUSE THESE
DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND RELATED MATTERS. Any definitive proxy
statement(s) (if and when available) will be mailed or otherwise
made available to stockholders of the Company. 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:
Emerson
8000 West Florissant Avenue, P.O. Box 4100
St. Louis, MO
www.emerson.com/en-us/investors
Investor Relations:
Colleen Mettler, Vice
President
(314) 553-2197
investor.relations@emerson.com
Innisfree M&A Incorporated
Scott Winter / Jonathan Salzberger
212-750-5833
Participants in the Solicitation
Emerson and certain of its directors and executive officers may
be deemed to be participants in the solicitation of proxies in
connection with the Proposed Transaction.
Information regarding the persons who may, under the rules of
the SEC, be deemed participants in the solicitation of proxies in
connection with the Proposed Transaction, including a description
of their direct or indirect interests in the transaction, by
security holdings or otherwise, will be set forth in any proxy
statement(s) and other relevant materials related to the Proposed
Transaction if and when they are filed with the SEC. Information
regarding the directors and executive officers of Emerson is
contained in Emerson's proxy statement for its 2023 annual meeting
of stockholders, filed with the SEC on December 9, 2022 and its Annual Report on Form
10-K for the year ended September 30,
2022, which was filed with the SEC on November 14, 2022. To the extent holdings of
Emerson securities by the directors and executive officers of
Emerson have changed from the amounts of securities of Emerson held
by such persons as reflected therein, such changes have been or
will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. These documents can be obtained free of charge
from the sources indicated above.
Caution Concerning Forward-Looking Statements
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. 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. 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.
Forward-looking statements are based upon current plans, estimates
and expectations that are subject to risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. 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. 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. These risks, as
well as other risks associated with the Proposed Transaction, will
be more fully discussed in any proxy statement(s) and other
relevant materials related to the Proposed Transaction if and when
they are filed with the SEC. While the list of factors presented
here is, and the list of factors to be presented in any such proxy
statement(s) or materials will be, considered representative, no
such list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. Any forward-looking statements speak
only as of the date of this communication. Emerson undertakes no
obligation to update any forward-looking statements, whether as a
result of new information or development, future events or
otherwise, except as required by law. Readers are cautioned not to
place undue reliance on any of these forward-looking
statements.
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SOURCE Emerson