Emerson's Continuous Effort to Engage Constructively with NI
Emerson's Public Proposal Follows Eight Months of Delay and Lack of Engagement
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. For eight months, NI delayed and refused to engage meaningfully with Emerson, as outlined in the correspondence below. 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.
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. On November 15, 2022, NI responded to Emerson, indicating that it had created a working group of its Board to examine Emerson’s proposal in greater detail, as well as evaluate options with the assistance of advisors.
In the more than two months since, NI continued to resist engaging meaningfully with Emerson to work toward an agreement. 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. 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 and data requests. NI then informed Emerson that this would be the extent of its engagement. In a letter dated January 11, 2023, Emerson reiterated its $53 per share proposal to acquire NI.
NI Shareholders: Stop Your Board’s Delay Tactics
Emerson is disappointed that NI chose to announce a strategic review and put in place a poison pill on January 13, 2023, rather than engaging privately and constructively. NI did not respond to Emerson’s latest letter sent on January 11, 2023 before its public announcement.
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.
NI shareholders should understand that for eight months, they have been deprived of the opportunity to realize certain cash value at a significant premium. Emerson urges NI shareholders to engage with their Board to ensure this public strategic review process is not merely another delay tactic.
Emerson feels compelled to disclose the contents of all its correspondence with NI, beginning in May 2022, to make public its consistent and sustained track record of attempted engagement with NI, without any meaningful or constructive response.
Emerson initial outreach; proposed CEO-to-CEO in-person meeting
Offer Price: $48
Telephone call between CEOs; Initial proposal submitted to NI’s Board
Read Emerson's First Offer Letter to NI
1 NI closing price on May 24, 2022
NI responded stating its Board had unanimously decided not to pursue discussions with Emerson
Offer Price: $48
Emerson submitted a second letter; requesting response by week of July 11th
Read EMERSON's Second Offer Letter to NI
1 NI closing price on June 21, 2022
NI notified Emerson it would respond to Emerson’s letter after its Board meeting
Emerson began accumulating shares in NI
NI responded reiterating that its Board remains unanimously opposed to engaging with Emerson
Offer Price: $53
Emerson submitted a third letter, indicating increased offer price of $53 per share
Read EMERSON's Third Offer Letter to NI
1 NI closing price on November 3, 2022
NI responded that it is evaluating the offer and forming a working group of the Board; no meaningful engagement
Emerson requested an advisor-to-advisor call to understand NI’s evaluation process
NI reiterated that it had formed a working group, however noted that such a discussion is premature; no meaningful engagement
Emerson requested director and officer questionnaire from NI
Emerson submitted Section 220 demand to NI
READ Emerson's Section 220 Demand Letter and Follow Up to December 7 Request
NI CEO spoke with Emerson CEO and agreed to early January meeting
NI presented to Emerson – indicated they are willing to be collaborative in the process
NI held due diligence call, provided very high-level answers to reasonable questions, and stated this is the extent of their engagement
Offer Price: $53
Emerson submitted a fourth letter reiterating price and offering to extend standstill
Read EMERSON's Fourth Offer Letter to NI
1 NI closing price on January 10, 2023
NI announced commencement of strategic review process and adoption of poison pill