Emerson Electric Co. (NYSE:EMR) made a proposal to acquire National Instruments Corporation (NasdaqGS:NATI) (NI) for $6.5 billion on May 25, 2022. Emerson Electric Co. (NYSE:EMR) into a definitive agreement to acquire remaining 98.2% stake in National Instruments Corporation (NasdaqGS:NATI) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Janus Henderson Group plc (NYSE:JHG), T.Rowe Price Investment Management, Inc. and others for $8 billion on April 12, 2023. Emerson proposes to purchase 100% of the outstanding common stock of NI for $48 in cash per common share. On November 3, 2022, Emerson revised an offer per share to $53 per share for $7.1 billion. As on April 12, 2023, Emerson agreed to pay $60 per share in cash at an equity value of $8 billion. Emerson expects to finance the transaction using available cash and liquidity, including approximately $8 billion of post-tax proceeds from the majority sale of Climate Technologies to Blackstone announced in October 2022. Proposal is not subject to any financing condition and would be financed from cash on hand, committed lines of credit and/or other available sources of financing. If this agreement is terminated by Emerson, Emerson shall pay a fee of $310 million to National Instruments. If this agreement is terminated by National Instruments, National Instruments shall pay a fee of $310 million to Emerson. Goldman Sachs is providing a $8.175 billion bridge facility to support the acquisition by Emerson Electric Co. of National Instruments Corporation.

The transaction is subject to applicable regulatory approvals, approval of NI shareholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the completion of customary and confirmatory due diligence. The transaction has been unanimously approved by the Boards of Directors of both Emerson and NI. As of June 16, 2022, the Board of Directors of NI unanimously determined that letter does not provide a basis for further discussions. As of June 22, 2022, the board of Emerson has reviewed and supports the proposed transaction and Emerson shareholder approval will not be required. This transaction has no regulatory concerns anticipated due to complementary and adjacent portfolios. As of November 15, 2022, NI established a working group of the Board (strategic transaction committee) to examine the latest proposal. As on January 13, 2023, NI announced commencement of strategic review process and adoption of poison pill. Emerson has decided to proceed in its pursuit of acquiring NI without nominating its selected Independent Directors for election to NI's Board at its upcoming Annual Meeting of Stockholders. The waiting period under the HSR Act expired on May 26, 2023. The closing of the transaction remains subject to the approval of Ni shareholders, the receipt of certain other regulatory approvals, and the satisfaction or waiver of the other remaining closing conditions set forth in the Merger Agreement. As on June 29, 2023, NI shareholders have approved the transaction. As of Septemeber 4, 2023, the European Commission has approved the agreement. The Commission has ruled that the proposed transaction would raise no competition concerns, given the absence of overlaps and vertical links between the companies' activities in the European Economic Area. As of April 12, 2023, the transaction is expected to close in the second calendar quarter of 2023. The transaction is expected to close in the first half of Emerson's fiscal 2024. The transaction is expected to be accretive to Emerson?s adjusted EPS in the first year. The transaction is expected to be immediately accretive to adjusted EPS and Emerson's long-term financial targets outlined at Emerson's 2022 Investor Conference.

Goldman Sachs & Co. LLC and Centerview Partners LLC are serving as financial advisors and Phillip R. Mills, Cheryl Chan, Michael Mollerus, John B. Meade, Frank J. Azzopardi, Travis Triano, Ronan P. Harty, Andrew Ditchfield of Davis Polk & Wardwell LLP and Kai H.E. Liekefett, Jessica Wood, and Derek Zaba of Sidley Austin LLP are serving as legal advisors to Emerson. Innisfree M&A Inc. acted as information agent to Emerson. Adam O. Emmerich, Sabastian V. Niles and Elina Tetelbaum of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors and BofA Securities acting as financial advisor to NI. BofA Securities acted as the fairness opinion provider to NI. MacKenzie Partners, Inc. acted as proxy solicitor to NI. NI will pay a fee of $50,000 to MacKenzie Partners, Inc. for proxy solicitation services. NI will pay an estimated fee of $51 million to BofA Securities for its services, a portion of which was payable in connection with its opinion and a significant portion of which is contingent upon the completion of the merger. BofA Securities, Inc. and Wachtell, Lipton, Rosen & Katz LLP acted as due diligence providers to NI. Computershare Trust Company, National Association acted as transfer agent to NI. Weil, Gotshal & Manges LLP Advised Goldman Sachs on $8.175 billion Bridge Facility.

Emerson Electric Co. (NYSE:EMR) completed the acquisition of remaining 98.2% stake in National Instruments Corporation (NasdaqGS:NATI) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Janus Henderson Group plc (NYSE:JHG), T.Rowe Price Investment Management, Inc. and others on October 11, 2023. In connection with the merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of National Instruments Corporation.