Emerson Receives Notice of Unsolicited “Mini-Tender” Offer by Baker Mills LLC
September 14 2018 - 4:16PM
Business Wire
Emerson (NYSE: EMR) said today it has received notification of
an unsolicited “mini-tender” offer by Baker Mills LLC, a Delaware
limited liability company (“Baker Mills”), to purchase 50,000
shares, or approximately 0.008 percent, of the outstanding common
stock of Emerson at $61.00 per share. Baker Mills’ price is
approximately 20.5 percent below Emerson’s NYSE closing price on
August 31, 2018, the last trading day prior to the offer.
Emerson is not associated with this offer and does not endorse
the offer. Emerson recommends against shareowners tendering their
shares in response to Baker Mills’ unsolicited mini-tender offer
because the offer price is below the current market price for
Emerson shares and is subject to numerous conditions.
Emerson understands that Baker Mills has made numerous
unsolicited mini-tender offers in the past for stock of other
companies at a discount to the market price. Mini-tender offers,
such as this one by Baker Mills, are offers to acquire less than 5
percent of a company’s outstanding shares and therefore avoid many
of the investor protections of the Federal Securities laws and
rules of the Securities Exchange Commission (“SEC”).
The SEC has issued “Investor Tips” on mini-tender offers such as
this, which note that often in making the offers at below-market
prices, “bidders are hoping that they will catch investors off
guard if the investors do not compare the offer price to the
current market price.” The SEC’s advisory is available at
www.sec.gov/investor/pubs/minitend.htm. Emerson shareowners who
have already tendered are advised that, as described in the Baker
Mills’ Offer to Purchase document, they may withdraw their shares
prior to the expiration of the offer which is currently scheduled
at 5:00 PM New York City time on October 2, 2018.
Emerson encourages brokers and dealers, as well as other market
participants, to review the SEC's letter regarding broker-dealer
mini-tender offer dissemination and disclosure at
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
About Emerson
Emerson (NYSE: EMR), headquartered in St. Louis, Missouri (USA),
is a global technology and engineering company providing innovative
solutions for customers in industrial, commercial, and residential
markets. Our Emerson Automation Solutions business helps process,
hybrid, and discrete manufacturers maximize production, protect
personnel and the environment while optimizing their energy and
operating costs. Our Emerson Commercial & Residential Solutions
business helps ensure human comfort and health, protect food
quality and safety, advance energy efficiency, and create
sustainable infrastructure. For more information visit
Emerson.com.
Forward-Looking and Cautionary Statements
Statements in this press release that are not strictly
historical may be “forward-looking” statements, which involve risks
and uncertainties, and Emerson undertakes no obligation to update
any such statements to reflect later developments. These risks and
uncertainties include economic and currency conditions, market
demand, pricing, protection of intellectual property, competitive
and technological factors, and the impact of the Tax Cuts and Jobs
Act, among others, as set forth in Emerson’s most recent Annual
Report on Form 10-K and subsequent reports filed with the SEC.
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For EmersonCasey Murphy,
314-982-6220casey.murphy@fleishman.com
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