To reiterate, our Proposal all cash consideration with no financing contingency and no substantive regulatory impediments provides both significant value and certainty to NI's shareholders. 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. On average, Surendralal trades about 2,159 units every 111 days since 2018. 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. 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. Surendralal Karsanbhai is 50, he's been the Executive President - Automation Solutions of Emerson Electric Co since 2018. Lal, when you consider your approach to leadership, what are the top three areas you like to focus on? Lal Karsanbhai Look, I think, John, good question. With the potential acquisition of NI, we are looking to continue our long history of stewardship and commitment to growth, development, and engineering leadership. He held this role until his appointment as leader of Automation Solutions in 2018. Leadership is not about the individual. Lal Karsanbhai became executive president of Emerson Automation Solutions in October 2018. In this role, Karsanbhai is responsible for leading strategies, technologies and innovations to help customers enhance operations and achieve Top Quartile performance. So, Lal, how have you evolved as a leader in your role as the CEO of Emerson? President Lal, as all difficult times do, the pandemic era that were living in has shone a spotlight on leaders and leadership. 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. 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. The largest trade he's ever made was exercising 10,000 units of Emerson Electric Co stock on 16 November 2022 worth over $650,700. 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. He is currently serving a full term that began March 1, 2021. 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. I think, to begin with, values matter. Great. The Board of Directors (the "Board") of National Instruments Corporation ("NI") has carefully reviewed your letter dated May 25, 2022, with the assistance of our financial and legal advisors. Box 4100St. You have had our Revised Proposal since November 3rd and over two weeks have passed since your last communication. P.O. Cloud State University in 1984 and a PhD in economics from Indiana University in 1990. We believe our Proposal provides significant value to your shareholders: Our Proposal is not subject to any financing condition and would be financed from cash on hand, committed lines of credit and/or other available sources of financing. We are prepared to move very quickly to complete our due diligence and sign definitive agreements. I look forward to hearing from you by then at the latest. Surendralal L Karsanbhai is President, Chief Executive Officer & Director at Emerson Electric Co. Mr. Karsanbhai received an 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. And with those things in mind, I think about three really important dimensions of leadership. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Participants can access a live webcast available at www.Emerson.com/en-us/investors at the time of the call. In that regard, we ask that you provide the supplemental information requested in my December 7 letter in addition to the two documents. Box 1261, Little Rock, AR 72203-1261 Further to my recent discussions with you, I am excited to present you with this proposal (the "Proposal") for the acquisition of all outstanding shares of National Instruments Corporation ("NI") by Emerson Electric Co. ("Emerson"). Please confirm receipt of this letter. Lal Karsanbhai will replace David Farr, who is retiring and has been CEO since 2000. 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. Over 90% of the challenges that Emerson faces on a daily basis I never hear about. I'd like to schedule a call with you later this week to discuss next steps and a potential meeting. Emerson (NYSE: EMR) is a global technology and software company providing innovative solutions for the world's essential industries. This Proposal has been reviewed with Emerson's board of directors who support the proposed transaction. 200 North Main Street, Memphis, TN 38103 Accelerate your career with Harvard ManageMentor. Studio Clarus2021-05-04T06:45:57+00:0030 Dicembre 2020|. 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. 101 South Fifth Street, Suite 1920, Louisville, KY 40202 Emerson has performed due diligence with publicly available information and would have only limited and specific confirmatory due diligence requirements. Welcome to the HBR Video Quick Take. But an organization is better off with a decision that can be ultimately, perhaps, corrected over time and to move forward in a direction. Louis, MO 63136-8506. The Board has unanimously determined that your letter does not provide a basis for further discussions. 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. Really nice to be here with you. But the listening is incredibly important across the entire enterprise. Senior Executive Vice President and Chief Financial Officer, Executive Vice President and Chief Operating Officer, Senior Vice President and Chief People Officer. The estimated Net Worth of Surendralal Lanca Karsanbhai is at least $14.2 Million dollars as of 16 November 2022. The companys recent strategic moves, ambitious commitments, and leadership evolution all demonstrate its focus on advancing progress. 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. 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. Find family history information in a whole new way. Our industry leading Automation Solutions platform was built through a combination of sustained organic investments as well as strategic acquisitions of highly innovative businesses including Rosemount, Micro Motion, Fisher, and most recently our acquisition of majority control in AspenTech. Its a great question, Todd. (314) 444-8444 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. 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"). 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. This is to confirm that we are in receipt of your request regarding the materials referenced in our bylaws, and that we will provide you with the documents referenced in our bylaws shortly. 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. Frank Dellaquila - CFO. 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. 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. The team performs. The Board remains unanimously of the view that your proposal is not in the best interests of NI and its shareholders. (502) 568-9200, Memphis 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. 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. 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. Additional Information and Where to Find It. You advised that it would be premature for our advisors to meet at that time. 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. Conference call slides will be posted in advance of the call on the company website and at www.MaximizingValueAtNI.com. 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. Full details, including Emerson's previous correspondence with NI, are available at www.MaximizingValueAtNI.com. Looking forward to seeing you in January. 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. Caution Concerning Forward-Looking Statements. I hope you had a good 4th of July weekend. There are diminishing returns in information. So having the right team in place is vital. However, if you are not willing to share the information requested, it will require us to reach out to your shareholders directly. Its Automation Solutions business helps process, hybrid, and discrete manufacturers maximize production, protect personnel and the environment while optimizing their energy and operating costs. A few things I can share with you, Todd. 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. Karsanbhai was named president of Emersons Fisher regulator technologies in 2008. While it has been helpful to receive some additional information on your business and plans, the superficial information your team shared has not addressed the 30 focused questions that we provided ahead of time, and as such we are not yet able to change our view on the financial outlook for NI. 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. Louis, MO 63136-8506. One Federal Reserve Bank Plaza Last updated: 7 December 2022 at 4:27pm EST. The final approval of Emerson's board of directors would be required prior to entering into the Definitive Agreement. Lal, thank you so much for your conversation today and for all of your insights. Lal, thanks for being here today. A replay of the call will be available for 90 days on the company website and at www.MaximizingValueAtNI.com. Lal Karsanbhai President and Chief Executive Officer . December 14, 2022 Emerson's Section 220 Demand Letter and Follow Up to December 7 Request, From: Sara BoscoSent: Wednesday, December 14, 2022To: Eddie DixonSubject: EMR Demand Letter and Response to NI Letter Dated December 14, 2022. We are prepared to engage immediately and have organized the resources to move towards a transaction expeditiously, including: Emerson considers this Proposal to be of the highest strategic priority. Please let me know who they should send it to from your advisor team. With that backdrop, I am pleased to present you and your Board with this Proposal: Emerson proposes to purchase 100% of the outstanding common stock of NI for $48 in cash per common share, which implies an equity value of $6.49 billion and an enterprise value of $6.67 billion. Today, Im excited to speak with Lal Karsanbhai, Emersons president and CEO, about the importance of change, the value of surrounding yourself with the right people, and the power of purpose. Weve just talked a bit about how youve navigated change and how youve grown as a leader throughout your career. 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. 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. Great. Rather than wait for you to achieve an uncertain 2023, our cash offer gives your shareholders immediate credit today. NI's business has strong positions in attractive and growing markets, creating sustainable top line growth potential. Prior to his current position, Mr. Karsanbhai was Group President - Measurement & Analytical from 2016 through September 2018, President Emerson Network Power Europe, Middle East and Africa from 2014 through 2016, Vice President Corporate Planning from 2012 through 2014, President of Emerson's Fisher Regulator Technologies business from 2008 through 2012, and Vice President and General Manager of its Natural Gas Unit from 2005 through 2008. Eight months after Emerson's approach, NI agreed to a January 4, 2023 meeting with representatives from Emerson, which was followed by one additional conference call. We have established a working group of the Board to examine your proposal in greater detail, as we examine and evaluate options with the assistance of our advisors, inclusive of other prospective purchasers and transaction partners. Honeywell has been one of ABB's top competitors. Number three, above all, its incredibly important to stay true to the vision and the strategy and for the organization as a whole to live our purpose. He is also a member of Business Roundtable and The Business Council. 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. Learn more about his forward-thinking vision, focused on He is currently an honorary professor of economicsat Washington University in St. Louis. I received your letter dated November 15th in response to our November 3rd letter. 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. Dow Jones Reprints at 1-800-843-0008 or visit www.djreprints.com. WebEmerson is a Public company that was founded in Saint Louis, Missouri in 1890. As such, we are increasing our Proposal, from $48 per share to $53 per share (our "Improved Proposal"). Stephens Building, 111 Center Street, Suite 1000, Little Rock, AR 72201 Federal Reserve Bank of St. Louis. WebLal Karsanbhai. Mr. Farr is one of the longest-serving CEOs in the S&P 500. 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. In 2012, he moved to the role of vice president of planning, which he held until 2014. We have been particularly impressed with NI's portfolio including modular intelligent devices and the LabVIEW suite of offerings, as well as NI's industry stewardship over many decades in this space. By selecting a new country/region, product(s) may be unavailable and items in your shopping cart will be removed. St. Louis, MO 63102 He received a bachelor's degree in quantitative methods and information systems, and economics from St. The attached demand provides the contact information for coordinating NI's response through Emerson's outside counsel, Davis Polk. . On behalf of Emerson, I thank you again for the dialogue thus far and for your consideration of this Proposal. We believe this Improved Proposal presents the best and most certain path to maximize value for NI shareholders. He was responsible for coordinating Emersons global planning and strategy. To learn more, please visit the link below. Your letter referenced "significant and steady increases in bookings and revenue" as well as "strengthened operational performance and advances in technology". I will be in touch with you after the board meeting to discuss. 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 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. (Photo: Business Wire) ST. LOUIS-- ( BUSINESS WIRE )--Emerson (NYSE: This copy is for your personal, non-commercial use only. 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. Readers are cautioned not to place undue reliance on any of these forward-looking statements. The second is accountability. structure and function of flowering plants ppt. 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. Please advise me of the contact details of your advisers and I will have my advisers from Goldman and Centerview reach out to them. Thats a great point. Lal Karsanbhai - President and CEO. For non-personal use or to order multiple copies, please contact Copyright 2023 Dow Jones & Company, Inc. All Rights Reserved. Dr. Bullard is also a co-editor of the Journal of Economic Dynamics and Control and a peer reviewer for more than two dozen periodicals and institutions. NI then informed Emerson that this would be the extent of its engagement. The estimated Net Worth of Surendralal Lanca Karsanbhai is at least $13.9 Million dollars as of 16 November 2022. Emerson Electric Co. (NYSE:EMR) Q3 2021 Earnings Conference Call August 4, 2021 9:30 AM ETCompany Participants. WebLal L Karsanbhai lived on month day 2000, at address. David Farr, the chief executive of Emerson Electric Co., is retiring this week after 21 years in the role and handing over leadership of the manufacturing company to another Emerson veteran. He is also a member of Business Roundtable and The Business Council. 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.

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