Emerson Electric Company · NYSE:EMR
Emerson Electric — Merger or Acquisition (April 2023)
15 slides from Emerson Electric's merger presentation, Apr 12, 2023
Slide 1: Emerson to Advance Global Automation Leadership Through Acquisition of NI
Emerson to Advance Global Automation Leadership Through Acquisition of NI April 12, 2023
Slide 2: Highly Strategic Acquisition Accelerates Emerson's Portfolio Transformation
Highly Strategic Acquisition Accelerates Emerson's Portfolio Transformation And Will Create Value For Shareholders Emerson is acquiring NI, a global test & measurement leader in an all-cash transaction for $60 per share with total equity value of $8.2B. Including the ~2.3 million NI shares Emerson a
Slide 3: Transaction Highlights
Transaction Highlights $60 per share all-cash transaction; Emerson’s effective price is $59.61, including the ~2.3 million shares Emerson already owns, acquired at $36.84 Valuation Total equity value of $8.2B ~15x fiscal 2023 consensus EBITDA including $165M of cost synergies Transaction not subject
Slide 4: Test & Measurement Is An Attractive Automation Adjacency
Test & Measurement Is An Attractive Automation Adjacency Complementary To Emerson’s Leading Portfolio 1 Highly Attractive Cohesive Portfolio Process & Hybrid Automation Adjacencies 4 Large, higher-growth, Discrete 2 profitable adjacencies Automation 3 Safety & serving diversified Productivity automa
Slide 5: Test & Measurement Will Be Accretive Through Exposure To Secular Trends
Test & Measurement Will Be Accretive To Emerson’s Growth Through Exposure To Secular Trends In Diversified End Markets Market Verticals $35B Semiconductor Aerospace / Defense Transportation M&A Priority TAM Discrete and Data Modular Devices Acquisition Focus Segments Humidity and Automated Test Gas
Slide 6: NI Has An Attractive Customer Base, Diverse End-Market Mix
NI Has An Attractive Customer Base, Diverse End-Market Mix And Exposure To Compelling Growth Opportunities Compelling Growth Vectors $1.7B 68% ~35K ~7K Technology NI Market Inflection Solution Revenue Gross Profit Customers Employees Semiconductor 5G, Wi-Fi, UWB Test Systems Semiconductor 26% 42% 31
Slide 7: Emerson Has Experience Managing Intelligent Devices, Controls And Software Businesses
Emerson Has Experience Effectively Managing Industry-Leading Intelligent Devices, Controls And Software Businesses LabVIEW Software Software Optimal + AspenTech TestStand FlexLogger DeltaV PXI Controllers Control Control Ovation CompactRIO PACSystems CompactDAQ Oscilloscopes Intelligent Intelligent
Slide 8: NI Provides Key Automation Entry Point Into Discrete Markets
NI Provides Key Automation Entry Point Into Discrete Markets Design & Validation Production & Manufacturing Diversification Into Discrete Markets Expansion Software Opportunity Pre-Transaction $1.6B Control 11% of sales Post-Transaction Intelligent Devices Expansion Opportunity $2.9B Semiconductor &
Slide 9: Pro-Forma Emerson Expected To Have Higher Growth, Leading Software Mix
Pro-Forma Emerson Is Expected To Have Higher Growth, Leading Software Mix And Diversified End-Market Exposure 1 2 (Pro-Forma) Sales $14.2B $1.7B ~$16B Through-the-Cycle Underlying Growth Targets MSD MSD-HSD 4-7% Gross Profit Margin 46% 68% ~49% Software % of Sales 13% ~20% ~14% 19% 20% 21% 22% 20% O
Slide 10: $165M Of Year Five Synergies Drive Significant Value Creation
$165M Of Year Five Synergies Drive Significant Value Creation Opportunity For Emerson Shareholders Research & Development Improved engineering productivity Synergy Outlook Faster NPD speed to market using Emerson innovation process Leverage Emerson’s engineering centers of excellence Sales & Marketi
Slide 11: The Emerson Management System Provides Confidence In Synergies
The Emerson Management System Provides Confidence In Synergies Emerson Management System Valves & Controls (Acquired 2017) Operational Execution • Rationalization of administrative costs and MANAGEMENT PROCESS CULTURE centralization in best cost locations • Balance sheet productivity improvement • I
Slide 12: Transaction Meets Acquisition Criteria And Value Creation Objectives
Transaction Meets Acquisition Criteria And Value Creation Objectives NI strengthens Aligned with core automation business cohesive Strategic Within 4 targeted adjacent markets automation Discipline portfolio serving diverse end Diversified end-market exposure markets Accelerates Underlying Accretive
Slide 13: NI Acquisition Advances Emerson's Global Automation Focus
NI Acquisition Advances Emerson’s Global Automation Focus Leading Automation Diversified End Platform Market Exposure Expands Emerson’s Exposure to discrete markets: portfolio to include semiconductor & electronics, automation of test & aerospace & defense, and measurement processes transportation &
Slide 14: Additional Information And Where To Find It
Additional Information And Where To Find It This communication relates to a proposed business combination transaction between Emerson and NI (the “Proposed Transaction”). This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a
Slide 15: Caution Concerning Forward-Looking Statements
Additional Information And Where To Find It Caution Concerning Forward-Looking Statements This communication contains “forward-looking” statements as that term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Se
Emerson Electric — Merger or Acquisition (April 2023) on 6ix