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. 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. Earn badges to share on LinkedIn and your resume. He is currently serving a full term that began March 1, 2021. You advised that it would be premature for our advisors to meet at that time. By continuing your navigation, you consent to their use. 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. 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. "Following a comprehensive review, we selected St. Louis, Missouri as our headquarters and are working to identify an appropriate location in the area," Emerson President and Chief Executive Officer Lal Karsanbhai said in a news release Wednesday as the company announced its first quarter earnings . We ask that NI respond fully to the request no later than Sunday, December 18, 2022. Branch Banks at Little Rock, Arkansas; Louisville, Kentucky; and Memphis, Tennessee. 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. The second is we have to listen to the organization. As Emerson outlined at our recent Investor Conference, we are transforming our portfolio toward higher-growth automation markets aligned with secular macro trends, which will deliver significant growth and profitability for years to come. 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The Board has unanimously determined that your letter does not provide a basis for further discussions. 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. As such, we are increasing our Proposal, from $48 per share to $53 per share (our "Improved Proposal"). 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. Emerson Chief Executive Officer David N. Farr to Retire; Lal 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. St. Louis, MO 63102 Watch Jim Cramer's full interview with Emerson Electric CEO Lal Investor Conference Call and Presentation. Emerson CEO Lal Karsanbhai says St. Louis needs to make a change in order to attract new businesses and keep the ones it has. Please enable JavaScript to use this website. You have had our Revised Proposal since November 3rd and over two weeks have passed since your last communication. 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. So, staying decisive, staying respectful, staying true to the vision, all great points. I look forward to hearing a more constructive answer and stand ready to engage. 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. On average, Emerson Electric Co executives and independent directors trade stock every 37 days with the average trade being worth of $2,231,339. 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. He was responsible for coordinating Emersons global planning and strategy. Emerson President and CEO Lal Karsanbhai brings a global perspective to our global organization. Emerson and the Nominees are anticipated to be participants in the solicitation of proxies in connection with the election of the Nominees as directors of the Company. To learn more, please visit the link below. WebLal Karsanbhai. Emerson shareholder approval will not be required. January 11, 2023 Emerson's Fourth Offer Letter to NI. Lal, thanks for being here today. .css-16c7pto-SnippetSignInLink{-webkit-text-decoration:underline;text-decoration:underline;cursor:pointer;}Sign In, Copyright 2023 Dow Jones & Company, Inc. All Rights Reserved. Lal Karsanbhai - President and Chief Executive Officer - LinkedIn 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%. Create a free family tree for yourself or for Lal Karsanbhai and well search for I look forward to hearing from you by then at the latest. Your letter referenced "significant and steady increases in bookings and revenue" as well as "strengthened operational performance and advances in technology". 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. EMERSON ANNOUNCES PREMIUM, ALL-CASH PROPOSAL Our Board of Directors has carefully reviewed your letter dated June 22, 2022, with the assistance of our financial and legal advisors. Lal Karsanbhai - President and Chief Executive Officer - LinkedIn Rather than wait for you to achieve an uncertain 2023, our cash offer gives your shareholders immediate credit today. Eric StarkloffPresident and Chief Executive Officer, June 22, 2022 Emerson's Second Offer Letter to NI, National Instruments Corporation11500 N Mopac ExpwyAustin, TX 78759-3504. NI Shareholders: Stop Your Board's Delay Tactics. Find family history information in a whole new way. Yeah, youre absolutely right, Todd. 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 WebKarsanbhai, 51, began his career at Emerson in the mid-90s after receiving an MBA from Washington University, and his work has since sent him around the globe, including Broadway and Locust Streets Emerson CEO wants crime, schools improved to foster better Frank Dellaquila - CFO. 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 operates in the industry. He is currently an honorary professor of economicsat Washington University in St. Louis. Box 407, Memphis, TN 38101-0407 Surendralal Lal Karsanbhai, Emerson Electric Co: Profile and 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"). 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. I dont think thats changed. 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. 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. 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. Product(s) in your cart may not be available in the selected country and will be removed from your cart if you choose the SELECT button below. Emerson believes that there is a path to a friendly transaction and urges NI shareholders to make their views known to NI's management and Board. 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. Honeywell has been one of ABB's top competitors. 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. 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. But its important to pull the trigger. 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. 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. A replay of the call will be available for 90 days on the company website and at www.MaximizingValueAtNI.com. After $11B deal with AspenTech, Emerson finds an 'engine' to Its Commercial & Residential Solutions business helps ensure human comfort and health, protect food quality and safety, advance energy efficiency, and create sustainable infrastructure. Web101 South Fifth Street, Suite 1920, Louisville, KY 40202 (502) 568-9200 Memphis 200 North Main Street, Memphis, TN 38103 P.O. 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. This correspondence is below and is also available at www.MaximizingValueAtNI.com. Finally, the Emerson proposal is not subject to any financing conditions. Our strong preference is to work constructively and expeditiously with you and your board to announce a Definitive Agreement. Ive been tough. 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. Little Rock In a November 3, 2022 letter, Emerson outlined the terms of an improved all-cash proposal of $53 per share and highlighted its numerous attempts to engage with NI to that date. https://www.wsj.com/articles/emerson-ceo-dave-farr-to-retire-after-21-years-11612193979. Emerson Electric Stays Home. No Tax Breaks Required. Karsanbhai will be just the fourth CEO since 1954 to lead the industrial We appreciate you and your team hosting us in Austin on January 4th and the one follow-up call between the teams on January 9th. Copyright 2021 STUDIO CLARUS sas | P.I. You can see the complete history of Mr. Karsanbhai stock trades at the bottom of the page. Conference call slides will be posted in advance of the call on the company website and at www.MaximizingValueAtNI.com. Embedded in our guide is an assumption for -- if you just back into it about 32% operating leverage in Q4 for Emerson as a whole. Number two, I think its important for leaders to not defer decision making. NI did not respond to Emerson's latest letter sent on January 11 before its public announcement. We note the complementary nature of our respective businesses. P.O. Based on what you have shared to date, we reiterate our proposal for Emerson to purchase 100% of the outstanding common stock of NI for $53 in cash per common share. So just to flip that question, how have you stayed the same throughout your career? There are 2 executives at Emerson Electric Co getting paid more, with DavidFarr having the highest compensation of $20,301,600. Accelerate your career with Harvard ManageMentor. 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. I received your letter dated November 15th in response to our November 3rd letter. Board of Directors | Greater St. Louis, Inc. And that purpose is really driving innovation that makes the world safer, healthier, smarter, and more sustainable. 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. Emerson's Strong Commitment to the Transaction: Emerson believes its premium proposal will bring clear and realizable value to NI shareholders, who have faced years of share price underperformance across nearly any period. Lal, when you consider your approach to leadership, what are the top three areas you like to focus on? As you have seen through our discussions, we have a deep understanding of the test and measurement sector and specifically NI. Lal Karsanbhai Look, I think, John, good question. One Federal Reserve Bank Plaza Lal Karsanbhai - President and CEO. Additional Information and Where to Find It. And I have firmly believed from a very young age, when I first managed, that its important to surround oneself with the best, a team that can execute at a very high level, perform at a very high standard, but also where the summation of that team is greater than the summation of each individual. Underscoring its commitment to consummating a transaction, Emerson has purchased 2.3 million shares of NI stock and has received approval under HSR1 to increase its stake. Mailing information Karsanbhai Surname Origin, Meaning & Last Name History I'd like to schedule a call with you later this week to discuss next steps and a potential meeting. Prior to becoming president, Dr. Bullard was vice president and deputy director of research for monetary analysis at the Federal Reserve Bank of St. Louis. We are very motivated to conclude a transaction that benefits both companies as well as our respective shareholders. Visitor Information. Copyright 2023 Dow Jones & Company, Inc. All Rights Reserved. While it would be premature for our advisors to meet at this time, we will consider a future meeting with representatives from the working group and management after the Thanksgiving holiday. We are prepared to move very quickly to complete our due diligence and sign definitive agreements. Dr. Bullard is a native of Forest Lake, Minnesota. 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. Karsanbhai was named president of Emersons Fisher regulator technologies in 2008. In the role, he was responsible for a global business comprised of four distinct business units, nine manufacturing plants and 2,200 employees. In 2012, he moved to the role of vice president of planning, which he held until 2014. WebLal L Karsanbhai lived on month day 2000, at address. WebBiography of Surendralal Karsanbhai. Surendralal's mailing address filed with the SEC is C/O EMERSON ELECTRIC CO., 8000 W. FLORRISSANT AVENUE, ST. LOUIS, MO, 63136. Pleasecontact usfor assistance. ST. LOUIS (Feb. 1, 2021) Emerson (NYSE: EMR), a global technology and industrial software leader, today "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. Please advise me of the contact details of your advisers and I will have my advisers from Goldman and Centerview reach out to them. HBR Learnings online leadership training helps you hone your skills with courses like Team Management. Its a great question, Todd. 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. For eight months, NI delayed and refused to engage meaningfully with Emerson, as outlined in the correspondence below. 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. Cramer interviewed Emerson Electric CEO Lal Karsanbhai on Tuesday.