Review of Monetary Policy Strategy, Tools, and Communications, Banking Applications & Legal Developments, Financial Stability Coordination & Actions, Financial Market Utilities & Infrastructures, James Bullard 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. 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. Board of Directors | Greater St. Louis, Inc. Lal Karsanbhai - President and CEO. On average, Surendralal trades about 2,159 units every 111 days since 2018. In the role, he was responsible for a global business comprised of four distinct business units, nine manufacturing plants and 2,200 employees. President WebDuring his tenure at Emerson, Karsanbhai has worked in Europe, Africa and North America. Any forward-looking statements speak only as of the date of this communication. 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. Distribution and use of this material are governed by Best wishes for a happy holidays. Lal Karsanbhai will replace David Farr, who is retiring and has been CEO since 2000. 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. (Photo: Business Wire) ST. LOUIS-- ( BUSINESS WIRE )--Emerson (NYSE: 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. 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. 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 I will be in touch with you after the board meeting to discuss. The oldest executive at Emerson Electric Co. is ArthurGolden, 73, who is the Independent Director. 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. Manufacturer promotes Lal Karsanbhai to chief executive; Farr to remain chairman until May. We ask that NI respond fully to the request no later than Sunday, December 18, 2022. 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. Surendralal L. Karsanbhai serves as Executive President - Automation Solutions of the Company. He is fluent in Portuguese, French and English. 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. Studio Clarus2021-05-04T06:45:57+00:0030 Dicembre 2020|. And that purpose is really driving innovation that makes the world safer, healthier, smarter, and more sustainable. Prior to being named CEO, Karsanbhai led Emersons Automation Solutions business. There are 25 older and 1 younger executives at Emerson Electric Co. He is also a member of Business Roundtable and The Business Council. 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. Lal Karsanbhai Look, I think, John, good question. Leadership is not about the individual. For non-personal use or to order multiple copies, please contact 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. This copy is for your personal, non-commercial use only. Honeywell has been one of ABB's top competitors. I hope you had a good 4th of July weekend. If so, we can work to arrange the logistics. Karsanbhai is fluent in Portuguese, French and English and has lived and worked in Europe, Africa and North America. And third, as we learned multiple times now, is agility. He held a number of business development positions of increasing responsibility before being appointed director of corporate planning in 1999. Lal Karsanbhai, President and Chief Executive Officer, Emerson 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. Box 407, Memphis, TN 38101-0407 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. 200 North Main Street, Memphis, TN 38103 The first is trust and empowerment. Attached please find a request for both documents and related confirmations for delivery to the Secretary. January 11, 2023 Emerson's Fourth Offer Letter to NI. 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. P.O. Mailing information 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 have no current plan to disclose this letter and assume that you do not intend to either. The estimated Net Worth of Surendralal Lanca Karsanbhai is at least $13.9 Million dollars as of 16 November 2022. Attached please find the required notice of such filing and of your company's HSR filing obligation. It gives me time to think about strategy, to think about the portfolio, M&A, and, of course, the organization. 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. ), 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. We are pleased to hear that you have established a working group of the Board to evaluate our proposal and other strategic alternatives. Si prega di riprovare o di contattarci all'indirizzo info@studioclarus.com, Accesso al bonus pubblicit 2023 dal 1 marzo. Emerson's Public Proposal Follows Eight Months of Delay and Lack of Engagement. So just to flip that question, how have you stayed the same throughout your career? He will remain chairman of the board until May 4. You advised that it would be premature for our advisors to meet at that time. 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. Great. 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%. We have to be ready to debate. 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 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"). Lal Karsanbhai - President and Chief Executive Officer - LinkedIn Its important to listen. Our Improved Proposal delivers compelling all cash value and provides credit for significant future earnings, including your recently updated guidance. Lal Karsanbhai December 7, 2022 Emerson's Request to NI for Director and Officer Questionnaire, From: Lal KarsanbhaiSent: Wednesday, December 7, 2022To: Eric StarkloffSubject: Re: Re: Re: Follow up to NI letter dated August 2nd. He lived on month day 2003, at address. Pete Lilly - IR. Lal, thanks for being here today. The Federal Reserve, the central bank of the United States, provides In 2012, he moved to the role of vice president of planning, which he held until 2014. Box 1261, Little Rock, AR 72203-1261 As such, we are increasing our Proposal, from $48 per share to $53 per share (our "Improved Proposal"). Honeywell is in the field. Thank you, Todd. He led Automation Solutions to strong performance, elevating Emersons software profile and digital transformation business. our Subscriber Agreement and by copyright law. In that regard, we ask that you provide the supplemental information requested in my December 7 letter in addition to the two documents. 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. 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. 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. 101 South Fifth Street, Suite 1920, Louisville, KY 40202 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. Watch Jim Cramer's full interview with Emerson Electric CEO Lal Thats a great point. The companys recent strategic moves, ambitious commitments, and leadership evolution all demonstrate its focus on advancing progress. 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 are very excited about the combination of our two firms and the potential we can achieve together. Lal, when you consider your approach to leadership, what are the top three areas you like to focus on? WebFERGUSON Emerson reported that President and CEO Lal Karsanbhais total pay for the fiscal year 2021 was $15.8 million. Get to Know Emerson President and CEO Lal Karsanbhai The surname Karsanbhai is most common in The United States, where it And with those things in mind, I think about three really important dimensions of leadership. Most recently he exercised 10,000 units of EMR stock worth $650,700 on 16 November 2022. 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. There, he was responsible for integrating two European natural gas entities, restructuring the business and setting up a plant in Cluj-Napoca, Romania. The team performs. So having the right team in place is vital. Participants can access a live webcast available at www.Emerson.com/en-us/investors at the time of the call. ST. LOUIS (Feb. 1, 2021) Emerson (NYSE: EMR), a global technology and industrial software leader, today With the potential acquisition of NI, we are looking to continue our long history of stewardship and commitment to growth, development, and engineering leadership. Any definitive proxy statement(s) (including any WHITE proxy card enclosed with any definitive proxy statement(s) or supplements filed and/or disseminated by Emerson) (if and when available) will be mailed or otherwise made available to stockholders of the Company. Last updated: 7 December 2022 at 4:27pm EST. We are offering an immediate financial benefit to your shareholders, and a high-quality home for NI, benefiting your employees, customers, suppliers and communities. 11350480015 | Il marchio e regolarmente registrato, e tutti i contenuti sono di proprieta esclusiva della Studio Clarus. The second is accountability. 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. 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. This Proposal has been reviewed with Emerson's board of directors who support the proposed transaction. Great. To learn more, please visit the link below. The estimated Net Worth of Surendralal Lanca Karsanbhai is at least $14.2 Million dollars as of 16 November 2022. As outlined at Emerson's November 29, 2022 Investor Conference, test and measurement is one of Emerson's four priority segments. 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. I think, to begin with, values matter. The final approval of Emerson's board of directors would be required prior to entering into the Definitive Agreement. Surendralal Lal Karsanbhai, Emerson Electric Co: Profile and The second is we have to listen to the 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. Surendralal Karsanbhai - Biography 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. Karsanbhai will be just the fourth CEO since 1954 to lead the industrial Additionally, Emerson does not anticipate any significant regulatory risks or delays given the complementary nature of the two businesses. Dow Jones Reprints at 1-800-843-0008 or visit www.djreprints.com. 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. Emerson is the global technology, software and engineering powerhouse driving innovation that makes the world healthier, safer, smarter and more sustainable. Emerson CEO Dave Farr to Retire After 21 Years. Yeah, youre absolutely right, Todd. In the more than two months since, NI continued to resist engaging meaningfully with Emerson to work toward an agreement. Il bando ha l'obiettivo di promuovere la crescita inclusiva, di rafforzare l'occupabilit e la permanenza in azienda. St. Louis, MO 63102 We received your email on November 16th responding to our letter of November 15th. Additional Information and Where to Find It. After $11B deal with AspenTech, Emerson finds an 'engine' to Build a better team and achieve more of what matters. Esperti OCF nella Protezione Patrimoniale. 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. EX-99.1 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. Accelerate your career with Harvard ManageMentor. 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. But the listening is incredibly important across the entire enterprise. 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. But its important to pull the trigger. 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. And that gives me a lot of time. WebLal Karsanbhai. However, if you are not willing to share the information requested, it will require us to reach out to your shareholders directly. Karsanbhai currently serves on the board of the Federal Reserve Bank of St. Louis and on the board of the US-China Business Council. 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 has made numerous attempts to engage constructively with NI in private since May 16, 2022, as outlined in the correspondence below. 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. Given you have now been in possession of a Proposal from Emerson since May, and now an Improved Proposal, I request that you respond promptly to this letter. 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. Web101 South Fifth Street, Suite 1920, Louisville, KY 40202 (502) 568-9200 Memphis 200 North Main Street, Memphis, TN 38103 P.O. Karsanbhai began his career at Emerson in 1995 as an international planner. 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 people, and the power of purpose. Box 4100St. Emerson has performed due diligence with publicly available information and would have only limited and specific confirmatory due diligence requirements. Finally, the Emerson proposal is not subject to any financing conditions. 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. Senior Executive Vice President and Chief Financial Officer, Executive Vice President and Chief Operating Officer, Senior Vice President and Chief People Officer. 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 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 Board has unanimously determined that your letter does not provide a basis for further discussions. Emerson CEO Karsanbhai to make almost $16 million in first year 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 believe this Improved Proposal presents the best and most certain path to maximize value for NI shareholders.

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