Emerson Receives Notice of Unsolicited "Mini-Tender" Offer by Baker Mills LLC

Business Wire 14-Sep-2018 4:16 PM

Emerson (NYSE:EMR) said today it has received notification of an unsolicited "mini-tender" offer by Baker Mills LLC, a Delaware limited liability company ("Baker Mills"), to purchase 50,000 shares, or approximately 0.008 percent, of the outstanding common stock of Emerson at $61.00 per share. Baker Mills' price is approximately 20.5 percent below Emerson's NYSE closing price on August 31, 2018, the last trading day prior to the offer.

Emerson is not associated with this offer and does not endorse the offer. Emerson recommends against shareowners tendering their shares in response to Baker Mills' unsolicited mini-tender offer because the offer price is below the current market price for Emerson shares and is subject to numerous conditions.

Emerson understands that Baker Mills has made numerous unsolicited mini-tender offers in the past for stock of other companies at a discount to the market price. Mini-tender offers, such as this one by Baker Mills, are offers to acquire less than 5 percent of a company's outstanding shares and therefore avoid many of the investor protections of the Federal Securities laws and rules of the Securities Exchange Commission ("SEC").

The SEC has issued "Investor Tips" on mini-tender offers such as this, which note that often in making the offers at below-market prices, "bidders are hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's advisory is available at www.sec.gov/investor/pubs/minitend.htm. Emerson shareowners who have already tendered are advised that, as described in the Baker Mills' Offer to Purchase document, they may withdraw their shares prior to the expiration of the offer which is currently scheduled at 5:00 PM New York City time on October 2, 2018.

Emerson encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

About Emerson

Emerson (NYSE:EMR), headquartered in St. Louis, Missouri (USA), is a global technology and engineering company providing innovative solutions for customers in industrial, commercial, and residential markets. Our Emerson Automation Solutions business helps process, hybrid, and discrete manufacturers maximize production, protect personnel and the environment while optimizing their energy and operating costs. Our Emerson Commercial & Residential Solutions business helps ensure human comfort and health, protect food quality and safety, advance energy efficiency, and create sustainable infrastructure. For more information visit Emerson.com.

Forward-Looking and Cautionary Statements

Statements in this press release that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties, and Emerson undertakes no obligation to update any such statements to reflect later developments. These risks and uncertainties include economic and currency conditions, market demand, pricing, protection of intellectual property, competitive and technological factors, and the impact of the Tax Cuts and Jobs Act, among others, as set forth in Emerson's most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.

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