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Thursday, November 16, 2017

=Rockwell Automation (ROK) to be acquired by Emerson Electric (EMR)?

  • Update Nov 22:  Rockwell Automation rejects latest unsolicited acquisition proposal from Emerson (EMR) 
    The Rockwell Automation Board of Directors, in consultation with its financial and legal advisors, has thoroughly considered Emerson's November 16, 2017 proposal and has unanimously determined that it is not in the best interests of Rockwell Automation and its shareowners. Emerson's proposal undervalues Rockwell Automation and its prospects for continued growth and value creation, presents significant long-term risk for Rockwell Automation's shareowners, and would create a company that is not well-positioned to compete successfully in the evolving market. The Board believes that continuing to execute Rockwell Automation's successful strategy, which is generating extraordinary returns for the Company's shareowners, will create greater long-term value than pursuing Emerson's proposal. 

(Nov. 11) Rockwell Automation: Emerson (EMR) confirms proposal to acquire Rockwell Automation for $225/share in cash & stock, or approximately $29 bln 
Emerson (EMR) announced that its Chairman and Chief Executive Officer, David N. Farr, has sent a letter to Rockwell Automation (ROK) President and CEO, Blake D. Moret, proposing to acquire all outstanding shares of Rockwell for $225 per share, consisting of $135 per share in cash and $90 per share in Emerson shares. The total enterprise value of the transaction is approximately $29 billion. Highlights from letter:
  • Over the past several months, we have attempted to engage with you privately regarding a business combination of Emerson Electric and Rockwell Automation. We remain convinced there is compelling strategic, operational, and financial merit to bringing together our two companies -- and that such a combination would benefit our respective customers, employees and shareholders. The industrial logic for this combination is clear. A combination of Emerson and Rockwell would create a leader in the $200 billion global automation market. Together, we could offer an unmatched technology portfolio that addresses customers' current and future needs for a fully connected enterprise, where process, discrete, and hybrid work seamlessly together rather than relying on single, disparate platforms. By leveraging the key technology platforms that are the strengths of Emerson and Rockwell, we can create an industry leader with unmatched capabilities that integrates all aspects of the automation system for a global customer base. Competitors are already moving to provide integrated solutions. The combination of Emerson and Rockwell would accelerate our combined growth and position us for success for many years to come.
  • We and our advisors have conducted extensive analysis of the regulatory approvals that would be required in connection with the proposed transaction, and we are confident that the transaction would receive all necessary approvals in a timely manner. We do not anticipate any material antitrust or other regulatory issues that would extend the normal timetable for closing a transaction of this nature.
  • We sincerely hope you and your Board will objectively evaluate the strategic, financial and operational benefits of this transaction and agree to meet with Emerson to negotiate a mutually beneficial transaction. We, along with our advisors, Centerview Partners, J.P. Morgan and Davis Polk, stand ready to commence private discussions with Rockwell and its advisors. I look forward to your prompt response and to sitting down with you to discuss this unique opportunity for both of our companies. 

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