Summary
Emerson Electric Co. (EMR) announced a significant strategic move with the execution of a merger agreement to acquire Avocent Corporation for approximately $1.2 billion in cash. This acquisition will be carried out through a tender offer where Emerson will purchase Avocent's common stock at $25 per share, followed by a merger where any remaining shares will also be converted at the same price. Upon completion, Avocent will become a wholly-owned subsidiary of Emerson. The transaction is not subject to financing conditions but requires customary regulatory approvals, including Hart-Scott-Rodino and foreign competition laws, and a majority tender of Avocent's shares. The agreement includes provisions for termination fees payable by Avocent under certain circumstances and restricts Avocent from pursuing alternative acquisition proposals. This acquisition signals Emerson's commitment to expanding its portfolio and market presence.
Key Highlights
- 1Emerson Electric Co. to acquire Avocent Corporation for approximately $1.2 billion in cash.
- 2Acquisition to be conducted via a tender offer at $25 per share for Avocent's common stock.
- 3Avocent will become a wholly-owned subsidiary of Emerson upon successful completion of the merger.
- 4The tender offer commencement is expected by October 15, 2009.
- 5The acquisition is not subject to a financing condition.
- 6Customary regulatory approvals, including HSR and foreign competition laws, are required.
- 7Avocent is restricted from soliciting or engaging in discussions regarding alternative acquisition proposals.