What is the total value of the acquisition?

The acquisition values National Instruments Corporation (NATI) at $60 per share of NATI common stock. The total transaction value would depend on the number of outstanding shares of NATI common stock, which is not specified in this filing.

What are the conditions required for the merger to close?

The closing of the merger is subject to customary conditions, including the affirmative vote of a majority of National Instruments Corporation's outstanding shares, the expiration or termination of applicable waiting periods under competition and foreign direct investment laws, and other standard closing conditions.

Are there any termination fees associated with this agreement?

Yes, the Merger Agreement includes termination fees. NATI may be required to pay Emerson a termination fee of $310,000,000 under certain circumstances, such as if NATI's board changes its recommendation or if NATI terminates the agreement to accept a superior proposal. Emerson may also be required to pay NATI a $310,000,000 termination fee under specific circumstances related to the failure to obtain antitrust and foreign investment law approvals.

EMR 8-K: Material Agreements

Q: How will Emerson finance this acquisition?

Emerson intends to finance the merger primarily with proceeds from the sale of its Climate Technologies business. If necessary, or in conjunction with these proceeds, Emerson has secured an $8.175 billion bridge loan facility from Goldman Sachs, which may be supplemented by other debt financings or cash on hand.

Summary

Emerson Electric Co. (EMR) has announced a significant development through an 8-K filing on April 12, 2023, detailing a definitive agreement to acquire National Instruments Corporation (NATI). The proposed merger will see NATI become a wholly owned subsidiary of Emerson, with NATI stockholders set to receive $60 per share in cash. This strategic acquisition aims to expand Emerson's capabilities and market reach. The financing for this acquisition is primarily intended to be funded by proceeds from the sale of Emerson's Climate Technologies business. In lieu of or in conjunction with these proceeds, Emerson has secured a commitment for an $8.175 billion bridge loan facility from Goldman Sachs. The filing also outlines standard closing conditions, including stockholder approval from NATI and regulatory approvals, as well as termination fees for both parties under specific circumstances.

Key Highlights

1Emerson Electric Co. (EMR) enters into a definitive agreement to acquire National Instruments Corporation (NATI).
2The acquisition price is set at $60 per share of NATI common stock, to be paid in cash.
3NATI will be merged into a wholly owned subsidiary of Emerson, becoming a subsidiary of Emerson.
4Financing for the merger is expected to come from proceeds of Emerson's Climate Technologies business sale, supplemented by an $8.175 billion bridge loan facility from Goldman Sachs.
5The transaction is subject to customary closing conditions, including NATI stockholder approval and regulatory approvals.
6Termination fees are stipulated for both Emerson and NATI under certain conditions, including a $310 million fee payable by NATI under specific circumstances, and a $310 million fee payable by Emerson if antitrust/foreign investment approvals are not obtained.
7Emerson intends to finance the merger through proceeds from its Climate Technologies business sale or debt financing, including the bridge facility.

EMERSON ELECTRIC CO 8-K Report, Material Agreement (Apr 12, 2023)

Summary

Key Highlights

Frequently Asked Questions