Honeywell is in the field. 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. Lal, as all difficult times do, the pandemic era that were living in has shone a spotlight on leaders and leadership. 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. Emerson has made numerous attempts to engage constructively with NI in private since May 16, 2022, as outlined in the correspondence below. I received your letter dated November 15th in response to our November 3rd letter. July 6, 2022 NI's First Response to June 22 Letter, From: Eric StarkloffSent: Wednesday, July 6, 2022To: Lal KarsanbhaiSubject: Re: Follow-up to NI letter dated June 16. Attached please find Emerson's demand as a stockholder of National Instruments Corporation ("NI") for inspection of books and records of NI. Karsanbhai will be just the fourth CEO since 1954 to lead the industrial August 2, 2022 NI's Second Response to June 22 Letter. Create a free family tree for yourself or for Lal Karsanbhai and well search for Separately, as mentioned in our November 3rd letter, Emerson will be filing for HSR approval to acquire additional shares of National Instruments Corporation. 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. Finally, the Emerson proposal is not subject to any financing conditions. The estimated Net Worth of Surendralal Lanca Karsanbhai is at least $14.2 Million dollars as of 16 November 2022. Rather than wait for you to achieve an uncertain 2023, our cash offer gives your shareholders immediate credit today. Honeywell is headquartered in Charlotte, North Carolina, and was founded in 1906. 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. On average, Emerson Electric Co executives and independent directors trade stock every 37 days with the average trade being worth of $2,231,339. Readers are cautioned not to place undue reliance on any of these forward-looking statements. Great. And that purpose is really driving innovation that makes the world safer, healthier, smarter, and more sustainable. Lal Karsanbhai will replace David Farr, who is retiring and has been CEO since 2000. Copyright 2023 Dow Jones & Company, Inc. All Rights Reserved. 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. Attached please find the required notice of such filing and of your company's HSR filing obligation. Mr. Karsanbhai owns over 10,000 units of 2019 MINI COOPER S COUNTRYMAN SIGNATURE in Edmond, OK Mini Cooper Countryman Features and Specs. 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. 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. 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 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"). Dr. Bullard is a native of Forest Lake, Minnesota. 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. Mr. Farr is one of the longest-serving CEOs in the S&P 500. Best wishes for a happy holidays. 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. A few things I can share with you, Todd. ), 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. About Emerson. He joined the Bank in 1990 as an economist in the Research Division. In the more than two months since, NI continued to resist engaging meaningfully with Emerson to work toward an agreement. We need to be agile. Our Proposal to acquire all of NI's outstanding shares at $48 per share in cash offers significant value to your shareholders measured against both short and longer-term metrics, specifically a: We are highly confident your shareholders would view our cash offer favorably and recent market data points reinforce this view, including: We prefer to engage in collaborative, bilateral discussions with minimal distraction to your management team to reach an agreement privately. Broadway and Locust Streets In your letter you advised that you will provide the documents "shortly" without more specificity. By continuing your navigation, you consent to their use. 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. Emerson (NYSE: EMR) is a global technology and software company providing innovative solutions for the world's essential industries. Significant Financial Benefits: The transaction is expected to be accretive to Emerson's adjusted EPS in the first year, meets Emerson's communicated returns threshold and will improve Emerson's overall growth. We received your email on November 21st responding to our email of November 16th requesting that our advisors meet before Thanksgiving. WebLal L Karsanbhai lived on month day 2000, at address. He is also a member of Business Roundtable and The Business Council. Does Wednesday, January 4 work for you? 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 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. 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. January 27, 2023, Federal Reserve Bank and Branch Directors, Transcripts and other historical materials, Federal Reserve Balance Sheet Developments, Community & Regional Financial Institutions, Federal Reserve Supervision and Regulation Report, Federal Financial Institutions Examination Council (FFIEC), Securities Underwriting & Dealing Subsidiaries, Types of Financial System Vulnerabilities & Risks, Monitoring Risk Across the Financial System, Proactive Monitoring of Markets & Institutions, Responding to Financial System Emergencies, Regulation CC (Availability of Funds and Collection of Checks), Regulation II (Debit Card Interchange Fees and Routing), Regulation HH (Financial Market Utilities), Federal Reserve's Key Policies for the Provision of Financial Services, Sponsorship for Priority Telecommunication Services, Supervision & Oversight of Financial Market Infrastructures, International Standards for Financial Market Infrastructures, Payments System Policy Advisory Committee, Finance and Economics Discussion Series (FEDS), International Finance Discussion Papers (IFDP), Estimated Dynamic Optimization (EDO) Model, Aggregate Reserves of Depository Institutions and the Monetary Base - H.3, Assets and Liabilities of Commercial Banks in the U.S. - H.8, Assets and Liabilities of U.S. Over 90% of the challenges that Emerson faces on a daily basis I never hear about. Karsanbhai 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 Emersons Rosemount Measurement & Analytical. Its a great question, Todd. 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Pleasecontact usfor assistance. To that end, we would be willing to extend the standstill agreement by one week and may see the potential for a very modest increase in value, subject to the following: We believe our offer is compelling and that there is a path to working with your Board privately and collaboratively towards a potential transaction. We are pleased to hear that you have established a working group of the Board to evaluate our proposal and other strategic alternatives. Please enable JavaScript to use this website. 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. You have had our Revised Proposal since November 3rd and over two weeks have passed since your last communication. Caution Concerning Forward-Looking Statements. Covers the state of Arkansas; 44 counties in southern Illinois; 24 counties in southern Indiana; 64 counties in western Kentucky; 39 counties in northern Mississippi; 71 counties in central and eastern Missouri; the city of St. Louis; and 21 counties in western Tennessee. On average, Surendralal trades about 2,159 units every 111 days since 2018. Karsanbhai began his career at Emerson in 1995 as an international planner. Our offer provides shareholders with credit today for significant future earnings, including your recently updated guidance at attractive premiums: From our first outreach in May 2022, we have attempted to work with you privately to see if we could reach a deal and we are highly confident we could announce a deal within days and by no later than your Q4 results on January 31st. However, if you are not willing to share the information requested, it will require us to reach out to your shareholders directly. We are very motivated to conclude a transaction that benefits both companies as well as our respective shareholders. As previously confirmed to you, NI and its Board of Directors take your proposal seriously, in accordance with our fiduciary duties, and a working group of the Board has been established to examine your proposal in greater detail, as we examine and evaluate options, inclusive of other prospective purchasers and transaction partners. President Additional Information and Where to Find It. I would like our respective advisors to speak before Thanksgiving so we can better understand your process and the timeline to evaluate our proposal and other options. Lal Karsanbhai - President and CEO. Distribution and use of this material are governed by You can see the complete history of Mr. Karsanbhai stock trades at the bottom of the page. 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. # # # About Emerson Its Automation Solutions business helps process, hybrid, and discrete manufacturers maximize production, protect personnel and the environment while optimizing their energy and operating costs. It is our expectation that the signing of the Definitive Agreement and announcement can be achieved in 4-6 weeks. 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. On behalf of Emerson, I thank you again for the dialogue thus far and for your consideration of this Proposal. ", Combination Would Advance Emerson's Global Automation Focus. 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. WebBiography of Surendralal Karsanbhai. Leadership is not about the individual. Any forward-looking statements speak only as of the date of this communication. May 25, 2022 Emerson's First Offer Letter to NI, Eric StarkloffPresident and Chief Executive OfficerNational Instruments Corporation11500 N Mopac ExpwyAustin, TX 78759-3504. 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. 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. I'd like to schedule a call with you later this week to discuss next steps and a potential meeting. (501) 324-8300, Louisville "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. 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. Surendralal's mailing address filed with the SEC is C/O EMERSON ELECTRIC CO., 8000 W. FLORRISSANT AVENUE, ST. LOUIS, MO, 63136. 11350480015 | Il marchio e regolarmente registrato, e tutti i contenuti sono di proprieta esclusiva della Studio Clarus. 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%. I dont think thats changed. We live in unprecedented times, not just through the pandemic but now through the many social issues that we have across society and the world. WebDuring his tenure at Emerson, Karsanbhai has worked in Europe, Africa and North America. 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. Karsanbhai was named president of Emersons Fisher regulator technologies in 2008. 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 BY EMERSON, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE ELECTION OF THE NOMINEES AND/OR THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ELECTION OF THE NOMINEES, THE PROPOSED TRANSACTION, AND RELATED MATTERS. I am writing to follow up on your August 2nd response to our June 22nd letter which reiterated our proposal for the acquisition of all of the outstanding shares of National Instruments Corporation ("NI") by Emerson Electric Co. ("Emerson"). Given the time that has elapsed, we believe the context of our outreach, your Board's refusal to engage, and NI's investor communications since receiving our first offer are important to summarize: From our first outreach, we have preferred to engage with you privately and have been committed to improving our offer to reflect the outlook for your company incorporating the latest financial information. This Proposal has been reviewed with Emerson's board of directors who support the proposed transaction. 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"). WebKarsanbhai currently serves on the board of the Federal Reserve Bank of St. Louis and on the board of the US-China Business Council. Lal, when you consider your approach to leadership, what are the top three areas you like to focus on? This copy is for your personal, non-commercial use only. 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. Really nice to be here with you. P.O. The Board has unanimously determined that your letter does not provide a basis for further discussions. The estimated Net Worth of Surendralal Lanca Karsanbhai is at least $13.9 Million dollars as of 16 November 2022. WebLal Karsanbhai. 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. Emerson Electric Co. (NYSE:EMR) Q3 2021 Earnings Conference Call August 4, 2021 9:30 AM ETCompany Participants. 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. our Subscriber Agreement and by copyright law. Web101 South Fifth Street, Suite 1920, Louisville, KY 40202 (502) 568-9200 Memphis 200 North Main Street, Memphis, TN 38103 P.O. Box 1261, Little Rock, AR 72203-1261 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. NI's business has strong positions in attractive and growing markets, creating sustainable top line growth potential. Its important for a company to set values and use them as the North Star for how we communicate and how we navigate through the challenges. We received your email on November 16th responding to our letter of November 15th. 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 Lal Karsanbhai is president and chief executive officer of Emerson. Emerson has performed due diligence with publicly available information and would have only limited and specific confirmatory due diligence requirements. Please provide an update on your process and advise when the advisors can connect, as well as timing for the meeting with the working group and management. Participants can access a live webcast available at www.Emerson.com/en-us/investors at the time of the call. Box 4100St. The proposed transaction continues Emerson's transformation into a global automation company. NI and its Board of Directors take your proposal seriously, in accordance with our fiduciary duties. He lived on month day 2003, at address. ", Mr. Karsanbhai continued, "We have long admired NI and believe that combining its best-in-class electronic test and measurement product and software offerings with Emerson's industry-leading automation technology and software would enhance our ability to bring comprehensive solutions to a diverse set of end markets, accelerating growth and positioning Emerson to create significant shareholder value. This Proposal is based on publicly available information under the assumption that it presents fairly and completely NI and its businesses and its outstanding debt and share count. Its Commercial & Residential Solutions business helps ensure human comfort and health, protect food quality and safety, advance energy efficiency, and create sustainable infrastructure. Lal Karsanbhai President and Chief Executive Officer . We look forward to hearing from you. A replay of the call will be available for 90 days on the company website and at www.MaximizingValueAtNI.com. And the third is inclusion. Pete Lilly - IR. 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. NI Shareholders: Stop Your Board's Delay Tactics. Conference call slides will be posted in advance of the call on the company website and at www.MaximizingValueAtNI.com. NI has an attractive financial profile, with approximately 70% gross margins. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. 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. I think, to begin with, values matter. Box 407, Memphis, TN 38101-0407 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. 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. The voices are important. Surendralal L Karsanbhai is President, Chief Executive Officer & Director at Emerson Electric Co. Mr. Karsanbhai received an 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. Additionally, Emerson does not anticipate any significant regulatory risks or delays given the complementary nature of the two businesses. 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. News Corp is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content and other products and services. A 23% premium to NI's 52-week high intra-day share price of $43.12, as of January 12, 2023. As we discussed yesterday, we are not seeking to prevent you from making board nominations for our next annual meeting, and expect we can get the NDA organized and agreed in short order. 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. 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. 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. 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. 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. 2023 Emerson Electric Co. All rights reserved. Studio Clarus2021-05-04T06:45:57+00:0030 Dicembre 2020|.
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