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Please confirm receipt of this letter. Mailing information August 2, 2022 NI's Second Response to June 22 Letter. 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. ", Combination Would Advance Emerson's Global Automation Focus. 11350480015 | Il marchio e regolarmente registrato, e tutti i contenuti sono di proprieta esclusiva della Studio Clarus. Senior Executive Vice President and Chief Financial Officer, Executive Vice President and Chief Operating Officer, Senior Vice President and Chief People Officer. In addition to the immediate value created for your shareholders as outlined in the Proposal, Emerson has demonstrated long term stewardship and investment in acquired businesses over many decades. Box 1261, Little Rock, AR 72203-1261 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. WebLal Karsanbhai. Leadership is about the team. Copyright 2021 STUDIO CLARUS sas | P.I. We are offering an immediate financial benefit to your shareholders, and a high-quality home for NI, benefiting your employees, customers, suppliers and communities. Broadway and Locust Streets Looking forward to seeing you in January. Train The Trainer Cna Instructor Course In Alabama, Positive Displacement Pump Vs Centrifugal Pump. For non-personal use or to order multiple copies, please contact 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. It is anticipated that Emerson, together with the participants named therein, will file a proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of a slate of director nominees identified and nominated by Emerson (the "Nominees") at the 2023 annual meeting of stockholders of National Instruments Corporation, a Delaware corporation (the "Company") and may file other proxy statements and/or other documents. 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. The most active insiders traders include Randall L Stephenson, David N Farr, and Technologies Inc Aperture. Our industry leading Automation Solutions platform was built through a combination of sustained organic investments as well as strategic acquisitions of highly innovative businesses including Rosemount, Micro Motion, Fisher, and most recently our acquisition of majority control in AspenTech. You can see the complete history of Mr. Karsanbhai stock trades at the bottom of the page. Its Automation Solutions business helps process, hybrid, and discrete manufacturers maximize production, protect personnel and the environment while optimizing their energy and operating costs. 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. And third, as we learned multiple times now, is agility. Leadership is not about the individual. This communication relates to a proposal which Emerson Electric Co. ("Emerson") has made for a business combination transaction with the Company (the "Proposed Transaction"). Lal Karsanbhai Look, I think, John, good question. Mr. Farr is one of the longest-serving CEOs in the S&P 500. 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. 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. 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. We are prepared to move very quickly to complete our due diligence and sign definitive agreements. NI shareholders should understand that for eight months they have been deprived of the opportunityto realize certain cash value at a significant premium. Honeywell is in the field. January 11, 2023 Emerson's Fourth Offer Letter to NI. 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. We wanted to follow-up on our initial confirmation of receipt of your November 3, 2022 letter. However, if you are not willing to share the information requested, it will require us to reach out to your shareholders directly. Find family history information in a whole new way. 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. Frank Dellaquila - CFO. Great. 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. will become the new CEO of Emerson on Feb. 5. We received your email on November 16th responding to our letter of November 15th. Lal, thanks for being here today. One Federal Reserve Bank Plaza 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. Studio Clarus2021-05-04T06:45:57+00:0030 Dicembre 2020|. It gives me time to think about strategy, to think about the portfolio, M&A, and, of course, the organization. This Proposal has been reviewed with Emerson's board of directors who support the proposed transaction. Following up on our call yesterday, just to confirm that your suggestion of getting together the first week of January in Austin works for us, and I'm looking forward to seeing you in person. A replay of the call will be available for 90 days on the company website and at www.MaximizingValueAtNI.com. Number two, I think its important for leaders to not defer decision making. I received your letter dated November 15th in response to our November 3rd letter. Federal Reserve Board - Federal Reserve Bank of St. Louis After $11B deal with AspenTech, Emerson finds an 'engine' to Dow Jones Reprints at 1-800-843-0008 or visit www.djreprints.com. Lal Karsanbhai - President and Chief Executive Officer - LinkedIn 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. Emerson Electric Co. (NYSE:EMR) Q3 2021 Earnings Conference Call August 4, 2021 9:30 AM ETCompany Participants. Biography of Lal Karsanbhai - The Official Board Furthermore, Emerson is prepared to nominate directors for election to NI's Board. 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. Any forward-looking statements speak only as of the date of this communication. Lal Karsanbhai 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 has 19,630 fewer employees vs. ABB. Esperti OCF nella Protezione Patrimoniale. In your letter you advised that you will provide the documents "shortly" without more specificity. 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. Please provide an update on your process and advise when the advisors can connect, as well as timing for the meeting with the working group and management. The surname Karsanbhai is most common in The United States, where it 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. Lal Karsanbhai is currently President, Chief Executive Officer and Director at Emerson Electric and Director at Federal Reserve Bank of St. Louis. Honeywell has been one of ABB's top competitors. Karsanbhai Surname Origin, Meaning & Last Name History # # # About Emerson 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. Karsanbhai began his career at Emerson in 1995 as an international planner. I would like our respective advisors to speak before Thanksgiving so we can better understand your process and the timeline to evaluate our proposal and other options. Get to Know Emerson President and CEO 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. Web101 South Fifth Street, Suite 1920, Louisville, KY 40202 (502) 568-9200 Memphis 200 North Main Street, Memphis, TN 38103 P.O. Emerson has performed due diligence with publicly available information and would have only limited and specific confirmatory due diligence requirements. He is also a member of Business Roundtable and The Business Council. 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. Emerson's Public Proposal Follows Eight Months of Delay and Lack of Engagement. 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 We look forward to hearing from you. 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. Louis, MO 63136-8506. In 2012, he moved to the role of vice president of planning, which he held until 2014. Mr. Farr is one of the longest-serving CEOs in the S&P 500. We are highly enthusiastic about the prospects of what we can achieve together. A few things I can share with you, Todd. Emerson urges NI shareholders to engage withtheir Boardto ensurethis public strategic review process is not merely another delay tactic. 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. 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. Over 90% of the challenges that Emerson faces on a daily basis I never hear about. NI has an attractive financial profile, with approximately 70% gross margins. 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. I hope you had a good 4th of July weekend. In that regard, we ask that you provide the supplemental information requested in my December 7 letter in addition to the two documents. BONUS PUBBLICITA: prorogato anche per il 2021! WebDuring his tenure at Emerson, Karsanbhai has worked in Europe, Africa and North America. Pete Lilly - IR. Attached please find the required notice of such filing and of your company's HSR filing obligation. 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. I look forward to hearing a more constructive answer and stand ready to engage. our Subscriber Agreement and by copyright law. Does Wednesday, January 4 work for you? Karsanbhai currently serves on the board of the Federal Reserve Bank of St. Louis and on the board of the US-China Business Council. To learn more, please visit the link below. P.O. Emerson, the global technology, software, and automation leader is not only accustomed to change; the business thrives on it. Eric StarkloffPresident and Chief ExecutiveOfficer, November 3, 2022 Emerson's Third Offer Letter to NI. The Board remains unanimously of the view that your proposal is not in the best interests of NI and its shareholders. He will remain chairman of the board until May 4. And the third is inclusion. Studio Clarus2023-02-28T09:03:05+00:0028 Febbraio 2023|, La domanda per accedere al credito dimposta previsto dallagevolazione [], Studio Clarus2021-05-04T06:44:46+00:008 Gennaio 2021|. Most recently he exercised 10,000 units of EMR stock worth $650,700 on 16 November 2022. Cramer interviewed Emerson Electric CEO Lal Karsanbhai on Tuesday. Our Board of Directors has carefully reviewed your letter dated June 22, 2022, with the assistance of our financial and legal advisors. Really nice to be here with you. He also worked with top Emerson executives, business leaders, business unit presidents and world area leadership to organize the business plans and strategy sessions designed to drive growth and profitability. He received a bachelor's degree in quantitative methods and information systems, and economics from St. NI then informed Emerson that this would be the extent of its engagement. In 2022, he serves as a voting member of the Federal Open Market Committee. 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 CEO Lal Karsanbhai says St. Louis needs to make a change in order to attract new businesses and keep the ones it has. Weve just talked a bit about how youve navigated change and how youve grown as a leader throughout your career. Lal Karsanbhai President and Chief Executive Officer . Build a better team and achieve more of what matters. "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. So, Lal, how have you evolved as a leader in your role as the CEO of Emerson? 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. Branch Banks at Little Rock, Arkansas; Louisville, Kentucky; and Memphis, Tennessee. 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 Electric Stays Home. No Tax Breaks Required. Emerson is the global technology, software and engineering powerhouse driving innovation that makes the world healthier, safer, smarter and more sustainable. Karsanbhais salary was $973,000, and he 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. 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 system. 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. 6 questions with Emerson CEO Lal Karsanbhai - St. Louis For eight months, NI delayed and refused to engage meaningfully with Emerson, as outlined in the correspondence below. So having the right team in place is vital. By continuing your navigation, you consent to their use. Copyright 2023 Dow Jones & Company, Inc. All Rights Reserved. WebKarsanbhai currently serves on the board of the Federal Reserve Bank of St. Louis and on the board of the US-China Business Council. And that purpose is really driving innovation that makes the world safer, healthier, smarter, and more sustainable. Access more than 40 courses trusted by Fortune 500 companies. Separately, as mentioned in our November 3rd letter, Emerson will be filing for HSR approval to acquire additional shares of National Instruments Corporation. Lal, when you consider your approach to leadership, what are the top three areas you like to focus on? WebSurendralal Lal Karsanbhai is President/CEO at Emerson Electric Co. See Surendralal Lal Karsanbhai's compensation, career history, education, & memberships. (502) 568-9200, Memphis Karsanbhai is fluent in Portuguese, French and English and has lived and worked in Europe, Africa and North America. 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. 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. Lal Karsanbhai has As of 16 November 2022 he still owns at least 104,974 units of Emerson Electric Co stock. 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. NI Shareholders: Stop Your Board's Delay Tactics. Great. Lal Karsanbhai | Emerson President and Chief Executive Officer WebLal L Karsanbhai lived on month day 2000, at address. Given the upcoming July 4th holiday, we recognize you may not be able to get back to us until the week of July 11th. The proposed transaction continues Emerson's transformation into a global automation company. But Ive always been respectfulrespectful of people, respectful of the organization. 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. WebBiography of Surendralal Karsanbhai. He served as vice president of the regulator technologies business from 2002 until 2005, when he moved to Gallardon, France, as vice president and general manager of natural gas. Emerson's first outreach to NI regarding a potential all-cash acquisition was on May 16, 2022, and Emerson's initial $48 per share proposal was formalized in a letter on May 25, 2022. He is currently serving a full term that began March 1, 2021. NI and its Board of Directors take your proposal seriously, in accordance with our fiduciary duties. Conference call slides will be posted in advance of the call on the company website and at www.MaximizingValueAtNI.com. We ask that NI respond fully to the request no later than Sunday, December 18, 2022. I dont think thats changed. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Prior to being named CEO, Karsanbhai led Emersons Automation Solutions business. Emerson, headquartered in St. Louis, Missouri (USA), is a global technology and engineering company providing innovative solutions for customers in industrial, commercial, and residential markets. 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. ), 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.