This communication relates to a proposal which Emerson Electric Co. ("Emerson") has made for a business combination transaction with the Company (the "Proposed Transaction"). Emerson CEO Lal Karsanbhai says St. Louis needs to make a change in order to attract new businesses and keep the ones it has. Lal, thank you so much for your conversation today and for all of your insights. 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. 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. A few things I can share with you, Todd. 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. 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. 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. 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 urges NI shareholders to engage withtheir Boardto ensurethis public strategic review process is not merely another delay tactic. For eight months, NI delayed and refused to engage meaningfully with Emerson, as outlined in the correspondence below. our Subscriber Agreement and by copyright law. 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. 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. 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. As the Executive President - Automation Solutions of Emerson Electric Co, the total compensation of Surendralal Karsanbhai at Emerson Electric Co is $4,585,450. The companys recent strategic moves, ambitious commitments, and leadership evolution all demonstrate its focus on advancing progress. So, Lal, how have you evolved as a leader in your role as the CEO of Emerson? In the more than two months since, NI continued to resist engaging meaningfully with Emerson to work toward an agreement. Emerson shareholder approval will not be required. The Federal Reserve, the central bank of the United States, provides Our Board of Directors has carefully reviewed your letter dated June 22, 2022, with the assistance of our financial and legal advisors. 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. We note the complementary nature of our respective businesses. 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. He held a number of business development positions of increasing responsibility before being appointed director of corporate planning in 1999. Manufacturer promotes Lal Karsanbhai to chief executive; Farr to remain chairman until May. Does Wednesday, January 4 work for you? A 23% premium to NI's 52-week high intra-day share price of $43.12, as of January 12, 2023. Build a better team and achieve more of what matters. Karsanbhai is fluent in Portuguese, French and English and has lived and worked in Europe, Africa and North America. President 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. Im Todd Pruzan, senior editor for research and special projects at Harvard Business Review. Furthermore, Emerson is prepared to nominate directors for election to NI's Board. 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 appreciate you and your team hosting us in Austin on January 4th and the one follow-up call between the teams on January 9th. 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. Lal Karsanbhai is president and chief executive officer of Emerson. On behalf of Emerson, I thank you again for the dialogue thus far and for your consideration of this Proposal. 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. I know where the bodies are buried, and Ive used that to my advantage, said Karsanbhai. Surendralal Karsanbhai is 50, he's been the Executive President - Automation Solutions of Emerson Electric Co since 2018. He is also a member of Business Roundtable and The Business Council. In 2022, he serves as a voting member of the Federal Open Market Committee. (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. 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. Studio Clarus usa i dati che fornisci al solo scopo di rispondere alle vostre richieste nel rispetto del Regolamento UE 2016/679 GDPR. Ive been tough. 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. WebBiography of Surendralal Karsanbhai. We have to be ready to debate. 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. (901) 523-7171, Board of Governors of the Federal Reserve System, 20th Street and Constitution Avenue N.W., Washington, DC 20551, Last Update: Participants can access a live webcast available at www.Emerson.com/en-us/investors at the time of the call. 2019 MINI COOPER S COUNTRYMAN SIGNATURE in Edmond, OK Mini Cooper Countryman Features and Specs. Mr. Farr is one of the longest-serving CEOs in the S&P 500. We received your email on November 16th responding to our letter of November 15th. Lal Karsanbhai Look, I think, John, good question. Mr. Farr, who recently turned 66 and took over in 2000, is one of the longest-serving CEOs in the S&P 500. We are offering an immediate financial benefit to your shareholders, and a high-quality home for NI, benefiting your employees, customers, suppliers and communities. Karsanbhai will be just the fourth CEO since 1954 to lead the industrial 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. Honeywell is in the field. During his tenure at Emerson, Karsanbhai has worked in Europe, Africa and North America. 2023 Emerson Electric Co. All rights reserved. Il "bonus pubblicit" stato prorogato per il 2021 e per il 2022: come funziona e quali novit sono state introdotte? 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. He joined the Bank in 1990 as an economist in the Research Division. Our Improved Proposal delivers compelling all cash value and provides credit for significant future earnings, including your recently updated guidance. Senior Executive Vice President and Chief Financial Officer, Executive Vice President and Chief Operating Officer, Senior Vice President and Chief People Officer. 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 and its Board of Directors take your proposal seriously, in accordance with our fiduciary duties. Lal, when you consider your approach to leadership, what are the top three areas you like to focus on? Prior to being named CEO, Karsanbhai led Emersons Automation Solutions business. About Emerson. Really nice to be here with you. P.O. 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. The estimated Net Worth of Surendralal Lanca Karsanbhai is at least $13.9 Million dollars as of 16 November 2022. 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 Un bando rivolto alle imprese per sostenere il mercato del lavoro: partecipa entro il 18 gennaio. 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. And that gives me a lot of time. 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%. WebKarsanbhai currently serves on the board of the Federal Reserve Bank of St. Louis and on the board of the US-China Business Council. "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 . 101 South Fifth Street, Suite 1920, Louisville, KY 40202 Lal Karsanbhai will replace David Farr, who is retiring and has been CEO since 2000. 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. Box 4100St. Weve just talked a bit about how youve navigated change and how youve grown as a leader throughout your career. Please enable JavaScript to use this website. He is fluent in Portuguese, French and English. 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. 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. 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. Please contact us if you need assistance purchasing this product in another country. Il bando ha l'obiettivo di promuovere la crescita inclusiva, di rafforzare l'occupabilit e la permanenza in azienda. You advised that it would be premature for our advisors to meet at that time. 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. 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. And with those things in mind, I think about three really important dimensions of leadership. 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. 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. WebDuring his tenure at Emerson, Karsanbhai has worked in Europe, Africa and North America. And at times, it can be uncomfortable for leaders to make decisions with imperfect information. Stephens Building, 111 Center Street, Suite 1000, Little Rock, AR 72201 NI shareholders should understand that for eight months they have been deprived of the opportunityto realize certain cash value at a significant premium. the nation with a safe, flexible, and stable monetary and financial Immediate and certain cash value for all NI shareholders; A 32% premium to NI's closing share price as of January 12, 2023, the day prior to NI's public announcement of a strategic review on January 13, 2023; A 45% premium to NI's closing share price as of November 3, 2022, the day Emerson submitted its latest proposal to acquire NI; A 38% premium to the volume weighted average price for the last 30 trading days ending January 12, 2023; and. WebLal Karsanbhai. We ask that NI respond fully to the request no later than Sunday, December 18, 2022. Over the last 20 years, insiders at Emerson Electric Co have traded over $46,654,427 worth of Emerson Electric Co stock and bought 1,242,197 units worth $61,240,741 Access more than 40 courses trusted by Fortune 500 companies. Copyright 2023 Dow Jones & Company, Inc. All Rights Reserved. He held this role until his appointment as leader of Automation Solutions in 2018. So having the right team in place is vital. Emerson operates in the industry. WebLal L Karsanbhai lived on month day 2000, at address. 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. I am disappointed in your response and the lack of engagement from you and your Board to what is an extremely attractive Proposal for the shareholders of NI. 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. To learn more, please visit the link below. 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. He received a bachelor's degree in quantitative methods and information systems, and economics from St. Lal, thanks for being here today. Emerson's Public Proposal Follows Eight Months of Delay and Lack of Engagement. 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. It is our expectation that the signing of the Definitive Agreement and announcement can be achieved in 4-6 weeks. 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. And the government can keep its incentives. 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. The most active insiders traders include Randall L Stephenson, David N Farr, and Technologies Inc Aperture. WebKarsanbhai is also the 504,994 th most commonly occurring forename world-wide It is held by 304 people. Yeah, youre absolutely right, Todd. Caution Concerning Forward-Looking Statements. We are highly enthusiastic about the prospects of what we can achieve together. Mr. Karsanbhai owns over 10,000 units of # # # About Emerson 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. 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. August 2, 2022 NI's Second Response to June 22 Letter. 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. Lal Karsanbhai will become the new CEO of Emerson and join the board of directors. Attached please find the required notice of such filing and of your company's HSR filing obligation. We are prepared to engage with NI's Board and management team immediately and have organized the resources to work towards a transaction expeditiously. Its a great question, Todd. We are prepared to move quickly to complete such due diligence when appropriate. 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. 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. He started his professional career at Emerson in 1995, the year he Emerson Electric Co. (NYSE:EMR) Q3 2021 Earnings Conference Call August 4, 2021 9:30 AM ETCompany Participants. 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. Please let me know who they should send it to from your advisor team. 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. The team performs. Please confirm receipt of this letter. We need to be willing to think differently, to challenge work processes, things weve done in the past, and adapt for the environment that were in. Karsanbhai began his career at Emerson in 1995 as an international planner. As of 16 November 2022 he still owns at least 104,974 units of Emerson Electric Co stock. .css-16c7pto-SnippetSignInLink{-webkit-text-decoration:underline;text-decoration:underline;cursor:pointer;}Sign In, Copyright 2023 Dow Jones & Company, Inc. All Rights Reserved. January 11, 2023 Emerson's Fourth Offer Letter to NI. 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"). WebSurendralal Lal Karsanbhai is President/CEO at Emerson Electric Co. See Surendralal Lal Karsanbhai's compensation, career history, education, & memberships. Karsanbhai was named CEO of the $18.2 billion global technology and industrial software leader in 2021. And the third is inclusion. Cloud State University in 1984 and a PhD in economics from Indiana University in 1990. Its Automation Solutions business helps process, hybrid, and discrete manufacturers maximize production, protect personnel and the environment while optimizing their energy and operating costs. We received your email on November 21st responding to our email of November 16th requesting that our advisors meet before Thanksgiving. You can see the complete history of Mr. Karsanbhai stock trades at the bottom of the page. The Board has unanimously determined that your letter does not provide a basis for further discussions. 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 Ive always been respectfulrespectful of people, respectful of the organization. Number two, I think its important for leaders to not defer decision making. 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. Emerson President and CEO Lal Karsanbhai brings a global perspective to our global organization. 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. . We wanted to follow-up on our initial confirmation of receipt of your November 3, 2022 letter. Over 90% of the challenges that Emerson faces on a daily basis I never hear about. And that purpose is really driving innovation that makes the world safer, healthier, smarter, and more sustainable. Surendralal's mailing address filed with the SEC is C/O EMERSON ELECTRIC CO., 8000 W. FLORRISSANT AVENUE, ST. LOUIS, MO, 63136. 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. 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.