Today, beginning at 7:30 a.m. Central Time / 8:30 a.m. Eastern Time, Emerson management will discuss the proposal during an investor conference call. Investor Conference Call and Presentation. Given the upcoming July 4th holiday, we recognize you may not be able to get back to us until the week of July 11th. WebThe organizational chart of Emerson Electric displays its 36 main executives including Lal Karsanbhai, Frank Dellaquila and Ram Krishnan We use cookies to provide a better service. It is anticipated that Emerson, together with the participants named therein, will file a proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of a slate of director nominees identified and nominated by Emerson (the "Nominees") at the 2023 annual meeting of stockholders of National Instruments Corporation, a Delaware corporation (the "Company") and may file other proxy statements and/or other documents. 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. 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. 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. Full details, including Emerson's previous correspondence with NI, are available at www.MaximizingValueAtNI.com. Emerson's Public Proposal Follows Eight Months of Delay and Lack of Engagement. Lal Karsanbhai is president and chief executive officer of Emerson. August 2, 2022 NI's Second Response to June 22 Letter. 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. The attached demand provides the contact information for coordinating NI's response through Emerson's outside counsel, Davis Polk. 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. It is subject to the completion of customary and confirmatory due diligence (e.g., tax, environmental, legal, etc.). During these discussions, NI shared very limited, high-level information about its business and continued to demonstrate its unwillingness to provide more detailed information, including refusing to respond to key diligence questions provided ahead of the meeting. The estimated Net Worth of Surendralal Lanca Karsanbhai is at least $13.9 Million dollars as of 16 November 2022. 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 He is currently an honorary professor of economicsat Washington University in St. Louis. To emphasize the level of work completed and ability to move with certainty and speed, we reiterate to you our proposed next steps consistent with our prior letters: We have invested considerable time and resources and remain fully committed to pursuing this transaction. (901) 523-7171, Board of Governors of the Federal Reserve System, 20th Street and Constitution Avenue N.W., Washington, DC 20551, Last Update: In the role, he was responsible for a global business comprised of four distinct business units, nine manufacturing plants and 2,200 employees. CEO Lal Karsanbhai sold the companys 150-plus acre campus in St. Louis, but the grass isnt greener anywhere else. I will be in touch with you after the board meeting to discuss. 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. the nation with a safe, flexible, and stable monetary and financial And together, all three create a culture that will foster innovation, that will foster the ability of people to perform in roles and value creation. system. We wanted to follow-up on our initial confirmation of receipt of your November 3, 2022 letter. It is our expectation that the signing of the Definitive Agreement and announcement can be achieved in 4-6 weeks. 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"). Create a free family tree for yourself or for Lal Karsanbhai and well search for He is fluent in Portuguese, French and English. 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 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. Attached please find the required notice of such filing and of your company's HSR filing obligation. Louis, MOwww.emerson.com/en-us/investors, Colleen Mettler, Vice President(314) 553-2197investor.relations@emerson.com, Innisfree M&A IncorporatedScott Winter / Jonathan Salzberger(212) 750-5833. Emerson President and CEO Lal Karsanbhai brings a global perspective to our global organization. Honeywell is headquartered in Charlotte, North Carolina, and was founded in 1906. There are 2 executives at Emerson Electric Co getting paid more, with DavidFarr having the highest compensation of $20,301,600. Leadership is not about the individual. WebLal Karsanbhai PRESIDENT AND CEO, EMERSON ELECTRIC CO. David W. Kemper EXECUTIVE CHAIRMAN, COMMERCE BANCSHARES, INC. Carolyn Kindle Betz CEO, ST. LOUIS CITY SC Nina Leigh Krueger CHAIRMAN, PRESIDENT AND CEO, GRAYBAR Michael McMillan PRESIDENT AND CEO, URBAN LEAGUE OF METROPOLITAN ST. Please confirm receipt of this letter. November 15, 2022 NI's Response to November 3 Letter. Its Commercial & Residential Solutions business helps ensure human comfort and health, protect food quality and safety, advance energy efficiency, and create sustainable infrastructure. 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. Karsanbhai currently serves on the board of the Federal Reserve Bank of St. Louis and on the board of the US-China Business Council. 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. The voices are important. We are in a position to move very quickly to finalize customary confirmatory diligence and negotiate the merger agreement, and subject to receiving the information requested, may see the potential for a very modest increase in value. But an organization is better off with a decision that can be ultimately, perhaps, corrected over time and to move forward in a direction. 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. The first is trust and empowerment. We are highly enthusiastic about the prospects of what we can achieve together. Karsanbhai began his career at Emerson in 1995 as an international planner. In the more than two months since, NI continued to resist engaging meaningfully with Emerson to work toward an agreement. He led Automation Solutions to strong performance, elevating Emersons software profile and digital transformation business. Visitor Information. 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. All of these businesses have thrived under Emerson ownership and are leaders in their respective markets. Attached please find Emerson's demand as a stockholder of National Instruments Corporation ("NI") for inspection of books and records of NI. Thats a great point. Esperti OCF nella Protezione Patrimoniale. (502) 568-9200, Memphis .css-16c7pto-SnippetSignInLink{-webkit-text-decoration:underline;text-decoration:underline;cursor:pointer;}Sign In, Copyright 2023 Dow Jones & Company, Inc. All Rights Reserved. I look forward to hearing from you by then at the latest. But Ive always been respectfulrespectful of people, respectful of the organization. Karsanbhai was named president of Emersons Fisher regulator technologies in 2008. We need to be agile. HBR Learnings online leadership training helps you hone your skills with courses like Team Management. This correspondence is below and is also available at www.MaximizingValueAtNI.com. We look forward to prompt and complete responses on all of the above matters. Distribution and use of this material are governed by There, he was responsible for integrating two European natural gas entities, restructuring the business and setting up a plant in Cluj-Napoca, Romania. And third, as we learned multiple times now, is agility. 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 dont think thats changed. The final approval of Emerson's board of directors would be required prior to entering into the Definitive Agreement. Our Improved Proposal delivers compelling all cash value and provides credit for significant future earnings, including your recently updated guidance. 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. 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. Mr. Farr is one of the longest-serving CEOs in the S&P 500. We note the complementary nature of our respective businesses. One Federal Reserve Bank Plaza And the third is inclusion. In 2012, he moved to the role of vice president of planning, which he held until 2014. Box 1261, Little Rock, AR 72203-1261 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. It gives me time to think about strategy, to think about the portfolio, M&A, and, of course, the organization. He was responsible for coordinating Emersons global planning and strategy. He also worked with top Emerson executives, business leaders, business unit presidents and world area leadership to organize the business plans and strategy sessions designed to drive growth and profitability. Surendralal L Karsanbhai is President, Chief Executive Officer & Director at Emerson Electric Co. Mr. Karsanbhai received an However, if you are not willing to share the information requested, it will require us to reach out to your shareholders directly. Emerson (NYSE: EMR) is a global technology and software company providing innovative solutions for the world's essential industries. 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Yeah, youre absolutely right, Todd. Please let me know who they should send it to from your advisor team. 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. Does Wednesday, January 4 work for you? Lal Karsanbhai - President and CEO. Any forward-looking statements speak only as of the date of this communication. 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 preparation for that information sharing, I'll have our lawyers at Wachtell Lipton (Adam Emmerich, Sabastian Niles and Lina Tetelbaum) send along a proposed NDA. The Definitive Agreement would be negotiated and executed by Emerson and NI and closing would be conditioned upon required NI shareholder approval, required regulatory approvals and other customary conditions. Lal Karsanbhai President and Chief Executive Officer . Best wishes for a happy holidays. 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. NI shareholders should understand that for eight months they have been deprived of the opportunityto realize certain cash value at a significant premium. 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"). He will remain chairman of the board until May 4. 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. Earn badges to share on LinkedIn and your resume. WebBiography of Surendralal Karsanbhai. Lal, thank you so much for your conversation today and for all of your insights. Please enable JavaScript to use this website. ST. LOUIS (Feb. 1, 2021) Emerson (NYSE: EMR), a global technology and industrial software leader, today ), 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. NI's Board and management team will remain focused, without distraction, on executing our strategies that are producing a significant and steady increase in bookings and revenue, strengthened operational performance, and advances in technology. 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"). Eric StarkloffPresident and Chief ExecutiveOfficer, November 3, 2022 Emerson's Third Offer Letter to NI. Please note the statutorily mandated initial compliance date of Thursday, December 22, 2022 and continuing thereafter through NI's next annual general meeting of its stockholders. Il bando ha l'obiettivo di promuovere la crescita inclusiva, di rafforzare l'occupabilit e la permanenza in azienda. Pete Lilly - IR. NI and its Board of Directors take your proposal seriously, in accordance with our fiduciary duties.