WebKarsanbhai currently serves on the board of the Federal Reserve Bank of St. Louis and on the board of the US-China Business Council. We need to be agile. BONUS PUBBLICITA: prorogato anche per il 2021! Web101 South Fifth Street, Suite 1920, Louisville, KY 40202 (502) 568-9200 Memphis 200 North Main Street, Memphis, TN 38103 P.O. Video Quick Take: Emersons Lal Karsanbhai on Agile Leadership Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. 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. 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. He is fluent in Portuguese, French and English. Senior Executive Vice President and Chief Financial Officer, Executive Vice President and Chief Operating Officer, Senior Vice President and Chief People Officer. 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. 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. As you have seen through our discussions, we have a deep understanding of the test and measurement sector and specifically NI. I received your letter dated November 15th in response to our November 3rd letter. 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. As such, we are increasing our Proposal, from $48 per share to $53 per share (our "Improved Proposal"). And with those things in mind, I think about three really important dimensions of leadership. 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. 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. In preparation for all options, we would note: I continue to be available to meet with you at your convenience and have also instructed our financial and legal advisors to make themselves available to meet with your advisors. 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. 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. Little Rock The voices are important. Si verificato un errore nell'invio. Watch Jim Cramer's full interview with Emerson Electric CEO Lal 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"). He was responsible for coordinating Emersons global planning and strategy. We are very excited about the combination of our two firms and the potential we can achieve together. This correspondence is below and is also available at www.MaximizingValueAtNI.com. Great. On behalf of Emerson, I thank you again for the dialogue thus far and for your consideration of this Proposal. Our strong preference is to work constructively and expeditiously with you and your board to announce a Definitive Agreement. I look forward to hearing a more constructive answer and stand ready to engage. 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. Access more than 40 courses trusted by Fortune 500 companies. Pete Lilly - IR. Lal Karsanbhai takes over as Emerson CEO in 'generational The second is we have to listen to the organization. Our Board of Directors has carefully reviewed your letter dated June 22, 2022, with the assistance of our financial and legal advisors. He held this role until his appointment as leader of Automation Solutions in 2018. Can Emerson's (EMR) New CEO Drag an Old Giant Into the 21st 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. WebEmerson is a Public company that was founded in Saint Louis, Missouri in 1890. ", Combination Would Advance Emerson's Global Automation Focus. 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. 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 appreciate you and your team hosting us in Austin on January 4th and the one follow-up call between the teams on January 9th. Emerson Chief Executive Officer David N 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. Attached please find the required notice of such filing and of your company's HSR filing obligation. There are diminishing returns in information. Please enable JavaScript to use this website. 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. You can see the complete history of Mr. Karsanbhai stock trades at the bottom of the page. Lal Karsanbhai There are 25 older and 1 younger executives at Emerson Electric Co. 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. Dr. Bullard's research has appeared in numerous professional journals, including the Journal of Monetary Economics; Journal of Money, Credit, and Banking; Journal of Economic Growth; and Journal of Economic Theory. I hope you had a good 4th of July weekend. The first is trust and empowerment. Honeywell has been one of ABB's top competitors. He is also a member of Business Roundtable and The Business Council. 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. Although we question the motivations for your updated guidance, we do believe in the long-term potential of the NI business under Emerson's leadership and, in the spirit of achieving engagement, we are willing to incorporate your updated outlook to improve our offer. Let me know what works for you. This communication relates to a proposal which Emerson Electric Co. ("Emerson") has made for a business combination transaction with the Company (the "Proposed Transaction"). Get a $50 reward card using this AT&T promo code, Kohl's promo code: 30% Off for Kohl's Rewards Members, Save up to $15 with TurboTax coupon May 2023, 10% TopResume Discount Code for expert resume-writing services. 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"). 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. Emerson has long admired NI as a technology leader in the electronic test and measurement industry, a complementary adjacency to our Automation Solutions business with a similar technology stack of intelligent devices, controls, and software. Goldman Sachs & Co. LLC and Centerview Partners LLC are serving as financial advisors to Emerson and Davis Polk & Wardwell LLP and Sidley Austin LLP are serving as legal advisors. And together, all three create a culture that will foster innovation, that will foster the ability of people to perform in roles and value creation. (901) 523-7171, Board of Governors of the Federal Reserve System, 20th Street and Constitution Avenue N.W., Washington, DC 20551, Last Update: Welcome to the HBR Video Quick Take. Great. Lal, thank you so much for your conversation today and for all of your insights. Thank you, Todd. WebFERGUSON Emerson reported that President and CEO Lal Karsanbhais total pay for the fiscal year 2021 was $15.8 million. About Emerson. 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. 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. Surendralal's mailing address filed with the SEC is C/O EMERSON ELECTRIC CO., 8000 W. FLORRISSANT AVENUE, ST. LOUIS, MO, 63136. Emerson, the global technology, software, and automation leader is not only accustomed to change; the business thrives on it. Louis, MOwww.emerson.com/en-us/investors, Colleen Mettler, Vice President(314) 553-2197investor.relations@emerson.com, Innisfree M&A IncorporatedScott Winter / Jonathan Salzberger(212) 750-5833. Caution Concerning Forward-Looking Statements. 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. Mr. Farr is one of the longest-serving CEOs in the S&P 500. 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. In 2022, he serves as a voting member of the Federal Open Market Committee. Participants can access a live webcast available at www.Emerson.com/en-us/investors at the time of the call. Lal Karsanbhai President and Chief Executive Officer . Biography of Lal Karsanbhai - The Official Board And the third is inclusion. 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. Org Chart Emerson Electric 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. Emerson CEO wants crime, schools improved to foster better Lal Karsanbhai, President and Chief Executive Officer, Emerson Furthermore, Emerson is prepared to nominate directors for election to NI's Board. And third, as we learned multiple times now, is agility. Emerson shareholder approval will not be required. Readers are cautioned not to place undue reliance on any of these forward-looking statements. Five Learnings from My First Year as CEO - LinkedIn 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"). Il bando ha l'obiettivo di promuovere la crescita inclusiva, di rafforzare l'occupabilit e la permanenza in azienda. A few things I can share with you, Todd. 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. Emerson urges NI shareholders to engage withtheir Boardto ensurethis public strategic review process is not merely another delay tactic. Emerson has 19,630 fewer employees vs. ABB. Lal Karsanbhai is currently President, Chief Executive Officer and Director at Emerson Electric and Director at Federal Reserve Bank of St. Louis. May 25, 2022 Emerson's First Offer Letter to NI, Eric StarkloffPresident and Chief Executive OfficerNational Instruments Corporation11500 N Mopac ExpwyAustin, TX 78759-3504. There, he was responsible for integrating two European natural gas entities, restructuring the business and setting up a plant in Cluj-Napoca, Romania. 101 South Fifth Street, Suite 1920, Louisville, KY 40202 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. In the role, he was responsible for a global business comprised of four distinct business units, nine manufacturing plants and 2,200 employees. But the listening is incredibly important across the entire enterprise. 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. 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. Number two, I think its important for leaders to not defer decision making. So, Lal, how have you evolved as a leader in your role as the CEO of Emerson? Proposal Represents Immediate, Compelling Cash Premium of 32% Over NI's Closing Share Price on January 12, 2023, Offers Deal Certainty for NI Shareholders No Financing Contingency, No Anticipated Regulatory Concerns, Public Proposal Follows Numerous Attempts to Engage with NI in Private over Last Eight Months, Leading Up to NI's Public Announcement of Strategic Review, NI's Test and Measurement Technology Fully Aligned with Emerson's Strategy to Develop a Cohesive, Higher Growth and Higher Margin Portfolio and Advance Global Automation Focus, Emerson to Host Conference Call to Discuss Proposal Today at 8:30 a.m. Eastern Time. Your letter referenced "significant and steady increases in bookings and revenue" as well as "strengthened operational performance and advances in technology". 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. Attached please find a request for both documents and related confirmations for delivery to the Secretary. WebSurendralal Lal Karsanbhai is President/CEO at Emerson Electric Co. See Surendralal Lal Karsanbhai's compensation, career history, education, & memberships. Attached please find Emerson's demand as a stockholder of National Instruments Corporation ("NI") for inspection of books and records of 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. Mailing information 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. Please advise me of the contact details of your advisers and I will have my advisers from Goldman and Centerview reach out to them. (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. 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. He led Automation Solutions to strong performance, elevating Emersons software profile and digital transformation business. You have had our Revised Proposal since November 3rd and over two weeks have passed since your last communication. In the more than two months since, NI continued to resist engaging meaningfully with Emerson to work toward an agreement. Build a better team and achieve more of what matters. 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. WebLal Karsanbhai PRESIDENT AND CEO, EMERSON ELECTRIC CO. David W. Kemper EXECUTIVE CHAIRMAN, COMMERCE BANCSHARES, INC. Carolyn Kindle Betz CEO, ST. LOUIS CITY SC Nina Leigh Krueger CHAIRMAN, PRESIDENT AND CEO, GRAYBAR Michael McMillan PRESIDENT AND CEO, URBAN LEAGUE OF METROPOLITAN ST. WebBiography of Surendralal Karsanbhai. Separately, as mentioned in our November 3rd letter, Emerson will be filing for HSR approval to acquire additional shares of National Instruments Corporation. Karsanbhai began his career at Emerson in 1995 as an international planner. NI then informed Emerson that this would be the extent of its engagement. Surendralal Karsanbhai - Biography 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. He is fluent in Portuguese, French and English. NI shareholders should understand that for eight months they have been deprived of the opportunityto realize certain cash value at a significant premium. Number three, above all, its incredibly important to stay true to the vision and the strategy and for the organization as a whole to live our purpose. This Proposal has been reviewed with Emerson's board of directors who support the proposed transaction. Lal Karsanbhai is president and chief executive officer of Emerson. system. 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. Karsanbhai is fluent in Portuguese, French and English and 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. Over 90% of the challenges that Emerson faces on a daily basis I never hear about. 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. He held a number of business development positions of increasing responsibility before being appointed director of corporate planning in 1999. 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. With the potential acquisition of NI, we are looking to continue our long history of stewardship and commitment to growth, development, and engineering leadership. 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. The most active insiders traders include Randall L Stephenson, David N Farr, and Technologies Inc Aperture. 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. NI did not respond to Emerson's latest letter sent on January 11 before its public announcement. Lal Karsanbhai P.O. But an organization is better off with a decision that can be ultimately, perhaps, corrected over time and to move forward in a direction. 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. Lal Karsanbhai | Emerson President and Chief Executive Officer Review of Monetary Policy Strategy, Tools, and Communications, Banking Applications & Legal Developments, Financial Stability Coordination & Actions, Financial Market Utilities & Infrastructures, James Bullard NI and its Board of Directors take your proposal seriously, in accordance with our fiduciary duties. (501) 324-8300, Louisville "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. Additional Information and Where to Find It. I look forward to hearing from you promptly. 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. I look forward to hearing from you by then at the latest. By continuing your navigation, you consent to their use. We have no current plan to disclose this letter and assume that you do not intend to either. 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. Emerson is the global technology, software and engineering powerhouse driving innovation that makes the world healthier, safer, smarter and more sustainable. CEO Lal Karsanbhai sold the companys 150-plus acre campus in St. Louis, but the grass isnt greener anywhere else. I am writing to follow up on our November 3rd letter which outlined our improved proposal for the acquisition of all of the outstanding shares of National Instruments Corporation ("NI") by Emerson Electric Co. ("Emerson"). Un bando rivolto alle imprese per sostenere il mercato del lavoro: partecipa entro il 18 gennaio. 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. For more information, visitEmerson.com. Louis, MO 63136-8506. 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. We wanted to follow-up on our initial confirmation of receipt of your November 3, 2022 letter. In a November 3, 2022 letter, Emerson outlined the terms of an improved all-cash proposal of $53 per share and highlighted its numerous attempts to engage with NI to that date. As the Executive President - Automation Solutions of Emerson Electric Co, the total compensation of Surendralal Karsanbhai at Emerson Electric Co is $4,585,450. 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%. In addition, he makes $4,585,450 as Executive President - Automation Solutions at Emerson Electric Co. Surendralal has made over 3 trades of the Emerson Electric Co stock since 2018, according to the Form 4 filled with the SEC. 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. Really nice to be here with you. Lal, as all difficult times do, the pandemic era that were living in has shone a spotlight on leaders and leadership. Leadership is about the team. 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. Investor Conference Call and Presentation. 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. 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.
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