Emerson Announces Premium, All-Cash Proposal to Acquire NI

Emerson announced that it submitted a proposal to the Board of Directors of National Instruments (NI) to acquire NI for $53 per share in cash at an implied enterprise value of $7.6 billion.

The proposal, which is not subject to any financing conditions, was submitted to NI on Nov. 3, 2022, and represents an improvement over an initial $48 per share proposal submitted on May 25, 2022. Emerson has made numerous attempts to engage constructively with NI in private since May 16, 2022. Full details, including Emerson’s previous correspondence with NI, are available at www.MaximizingValueAtNI.com.

The proposal represents:
• Immediate and certain cash value for all NI shareholders;
• A 32% premium to NI’s closing share price as of Jan. 12, 2023, the day prior to NI’s public announcement of a strategic review on Jan. 13, 2023.
• A 45% premium to NI’s closing share price as of Nov. 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.
• A 23% premium to NI’s 52-week high intra-day share price of $43.12, as of Jan. 12, 2023.

“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 CEO of Emerson.

“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. 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.”

“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,” Karsanbhai continued. “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.”