Pete Lilly - IR. Lal Karsanbhai Look, I think, John, good question. 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. Emerson is the global technology, software and engineering powerhouse driving innovation that makes the world healthier, safer, smarter and more sustainable. 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. Really nice to be here with you. For eight months, NI delayed and refused to engage meaningfully with Emerson, as outlined in the correspondence below. 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. As such, we are increasing our Proposal, from $48 per share to $53 per share (our "Improved Proposal"). "Acquiring NI is another step forward in Emerson's journey to develop a cohesive, higher growth and higher margin portfolio and build on its global automation focus. Im Todd Pruzan, senior editor for research and special projects at Harvard Business Review. will become the new CEO of Emerson on Feb. 5. 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. ST. LOUIS (Feb. 1, 2021) Emerson (NYSE: EMR), a global technology and industrial software leader, today We are very excited about the combination of our two firms and the potential we can achieve together. 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. Please enable JavaScript to use this website. Il bando ha l'obiettivo di promuovere la crescita inclusiva, di rafforzare l'occupabilit e la permanenza in azienda. Get to Know Emerson President and CEO Lal Karsanbhai We are prepared to move quickly to complete such due diligence when appropriate. 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. So, Lal, how have you evolved as a leader in your role as the CEO of Emerson? It is our sincere hope that your Boardhaving had multiple opportunities to communicate its strategy and outlook to the market with no material change in NI's share pricewill view this Improved Proposal favorably and now engage with us in a constructive dialogue. Watch Jim Cramer's full interview with Emerson Electric CEO Lal The voices are important. Mr. Farr is one of the longest-serving CEOs in the S&P 500. Best wishes for a happy holidays. But Ive always been respectfulrespectful of people, respectful of the organization. Prior to being named CEO, Karsanbhai led Emersons Automation Solutions business. 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. Karsanbhai began his career at Emerson in 1995 as an international planner. (901) 523-7171, Board of Governors of the Federal Reserve System, 20th Street and Constitution Avenue N.W., Washington, DC 20551, Last Update: One Federal Reserve Bank Plaza 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. 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. 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. We look forward to learning more about your internal plan and are confident that with access to limited non-public information after signing an NDA, we could work with you to find additional value that would allow us to increase our Proposal. Emerson urges NI shareholders to engage withtheir Boardto ensurethis public strategic review process is not merely another delay tactic. But an organization is better off with a decision that can be ultimately, perhaps, corrected over time and to move forward in a direction. And at times, it can be uncomfortable for leaders to make decisions with imperfect information. A replay of the call will be available for 90 days on the company website and at www.MaximizingValueAtNI.com. HBR Learnings online leadership training helps you hone your skills with courses like Team Management. Lal, as all difficult times do, the pandemic era that were living in has shone a spotlight on leaders and leadership. Little Rock Given the upcoming July 4th holiday, we recognize you may not be able to get back to us until the week of July 11th. Its Commercial & Residential Solutions business helps ensure human comfort and health, protect food quality and safety, advance energy efficiency, and create sustainable infrastructure. What have you learned over the past few years about yourself and about your approach to leading and navigating change through these challenging times? We look forward to hearing from you. August 2, 2022 NI's Second Response to June 22 Letter. 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. Im a tough leader. Emerson's Public Proposal Follows Eight Months of Delay and Lack of Engagement. Additionally, Emerson does not anticipate any significant regulatory risks or delays given the complementary nature of the two businesses. Karsanbhai is fluent in Portuguese, French and English and has lived and worked in Europe, Africa and North America. November 16, 2022 Emerson's Response to NI, From: Lal KarsanbhaiSent: Wednesday, November 16, 2022To: Eric Starkloff; Michael McGrathSubject: Re: Follow up to NI letter dated August 2nd. NI has an attractive financial profile, with approximately 70% gross margins. Lal Karsanbhai - President and CEO. 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. James Bullard took office on April 1, 2008, as the 12th chief executive of the Eighth District, Federal Reserve Bank of St. Louis. I look forward to hearing from you promptly. Earn badges to share on LinkedIn and your resume. Mr. Farr, who recently turned 66 and took over in 2000, is one of the longest-serving CEOs in the S&P 500. The Federal Reserve, the central bank of the United States, provides In that regard, we ask that you provide the supplemental information requested in my December 7 letter in addition to the two documents. There, he was responsible for integrating two European natural gas entities, restructuring the business and setting up a plant in Cluj-Napoca, Romania. Stephens Building, 111 Center Street, Suite 1000, Little Rock, AR 72201 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. Welcome to the HBR Video Quick Take. Frank Dellaquila - CFO. 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. You have had our Revised Proposal since November 3rd and over two weeks have passed since your last communication. We are prepared to engage with NI's Board and management team immediately and have organized the resources to work towards a transaction expeditiously. Leadership is not about the individual. In 2022, he serves as a voting member of the Federal Open Market Committee. 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. "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. This correspondence is below and is also available at www.MaximizingValueAtNI.com. There are 25 older and 1 younger executives at Emerson Electric Co. NI did not respond to Emerson's latest letter sent on January 11 before its public announcement. ), 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. Last updated: 7 December 2022 at 4:27pm EST. Karsanbhai is fluent in Portuguese, French and English and has lived and worked in Europe, Africa and North America. 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. 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 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. Lal Karsanbhai will replace David Farr, who is retiring and has been CEO since 2000. With the potential acquisition of NI, we are looking to continue our long history of stewardship and commitment to growth, development, and engineering leadership. Emerson Electric Stays Home. No Tax Breaks Required. We received your email on November 21st responding to our email of November 16th requesting that our advisors meet before Thanksgiving. 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. 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%. NI then informed Emerson that this would be the extent of its engagement. Learn more about his forward-thinking vision, focused on Studio Clarus2021-05-04T06:45:57+00:0030 Dicembre 2020|. Cloud State University in 1984 and a PhD in economics from Indiana University in 1990. Can Emerson's (EMR) New CEO Drag an Old Giant Into the 21st (And regarding the two bylaw documents referred to in your note, my GC Eddie Dixon will be separately replying to your counsel to get that addressed. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Additional Information and Where to Find It. With NI, Emerson would gain a strong, complementary portfolio of differentiated electronic test and measurement offerings, and a technology stack of industry-leading intelligent devices, controls and software that complements Emerson's technology stack in its core automation markets. Box 4100St. Any forward-looking statements speak only as of the date of this communication. Esperti OCF nella Protezione Patrimoniale. The team executes. Participants can access a live webcast available at www.Emerson.com/en-us/investors at the time of the call. 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. Cramer interviewed Emerson Electric CEO Lal Karsanbhai on Tuesday. The Board has unanimously determined that your letter does not provide a basis for further discussions. Karsanbhais salary was $973,000, and he 6 questions with Emerson CEO Lal Karsanbhai - St. Louis Federal Reserve Board - Federal Reserve Bank of St. Louis Web101 South Fifth Street, Suite 1920, Louisville, KY 40202 (502) 568-9200 Memphis 200 North Main Street, Memphis, TN 38103 P.O. CEO Lal Karsanbhai sold the companys 150-plus acre campus in St. Louis, but the grass isnt greener anywhere else. There are 2 executives at Emerson Electric Co getting paid more, with DavidFarr having the highest compensation of $20,301,600. Ive been tough. Emerson has made numerous attempts to engage constructively with NI in private since May 16, 2022, as outlined in the correspondence below. Your letter referenced "significant and steady increases in bookings and revenue" as well as "strengthened operational performance and advances in technology". 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. 101 South Fifth Street, Suite 1920, Louisville, KY 40202 Dow Jones Reprints at 1-800-843-0008 or visit www.djreprints.com. Lal, thank you so much for your conversation today and for all of your insights. 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 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. So, staying decisive, staying respectful, staying true to the vision, all great points. Emerson Chief Executive Officer David N. Farr to Retire; Lal Emerson CEO Dave Farr to Retire After 21 Years - WSJ 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. 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. I look forward to hearing a more constructive answer and stand ready to engage. Find family history information in a whole new way. I'd like to schedule a call with you later this week to discuss next steps and a potential meeting. 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. Emerson CEO Karsanbhai to make almost $16 million in first year Its Automation Solutions business helps process, hybrid, and discrete manufacturers maximize production, protect personnel and the environment while optimizing their energy and operating costs.
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