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Including solicitation of interest from potential acquirers


gleichman

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National Instruments Corp. said Friday that its board of directors has initiated a review and evaluation of strategic options, in consultation with its financial and legal advisors.

The Texas-based equipment and instrumentation company said the comprehensive review would consider a full range of available strategic, business and financial alternatives, including solicitation of interest from potential acquirers and other transaction partners, some of whom have already approached the company.

https://www.marketwatch.com/story/national-instruments-to-undergo-strategic-review-271673620665

 

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14 hours ago, gleichman said:

Good news if you own NI stock. Not sure about customers.

I own some. But it has even in promilles of the outstanding stock way to many zeros after the decimal point. 😀

I didn't get them to get rich but because I believed at that time in the company to have good products and moral.

Who could want to buy them? No idea really, technically Keysight might be an option, politically I doubt that would work.

It's more likely that it is going to be either a hedge funds of some sort or one of those huge nameless engineering service conglomerates that nobody knows but everybody uses various things from but they are sold under a different name.

It's unlikely that any of those options cares about the products that NI made or the software portfolio. It's purely financial, buy theoretical market share, port as many customers as possible over to your own products and then close the operations.

And it is certainly not an overnight decision. That has been planned for quite some time, and really put in motion even before the last original founder retired.

I'm not sad that LabVIEW NXG was canceled, but the reason why it actually was, are in hindsight also very sad.

Edited by Rolf Kalbermatter
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2 hours ago, ShaunR said:

Interesting...

It's not the usual option for selling a company. You don't dilute your shares if you are going to sell. You normally do this sort of thing either if cashflow is a problem or you are facing a hostile takeover.

That were my thoughts too, but I read it on Yahoo. And while they don't usually tell total bullshit like some other news sources, their reporting is usually not very accurate.

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1 hour ago, Rolf Kalbermatter said:

That were my thoughts too, but I read it on Yahoo. And while they don't usually tell total bullshit like some other news sources, their reporting is usually not very accurate.

Well. It would be consistent with: 

Quote

reduce the likelihood that any person or group gains control of the company through tactics like open-market accumulation

and since they state 

Quote

interest from potential acquirers and other transaction partners, some of whom have already approached the company.

and time (or lack of it) seems to be important

Quote

provide the board and shareholders time to make informed decisions.

my money is on a hostile takeover.

image.png.633e0d6d54b02d4d20769999844ab539.png

Edited by ShaunR
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15 minutes ago, ShaunR said:

No that much of a surprise. Emerson have been eyeing NI for a long time. Here's something from 2015...

That was actually my first name I came up with when reading that press release from NI.

About the dilution of shares, it was exactly my understanding that this is to fight against a hostile takeover. But the rest of the press release does not sound like they are trying to fight to be taken over, rather the opposite, and that felt kind of contradictive. 

Edited by Rolf Kalbermatter
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14 hours ago, Rolf Kalbermatter said:

That was actually my first name I came up with when reading that press release from NI.

About the dilution of shares, it was exactly my understanding that this is to fight against a hostile takeover. But the rest of the press release does not sound like they are trying to fight to be taken over, rather the opposite, and that felt kind of contradictive. 

Whether they would allow a takeover or not is really up to the shareholders. A professional group wouldn't be tying the hands of their shareholders with outright condemnations of potential future owners. My understanding is that this was an automatic response triggered by their share structure to prevent such things. This action will mean it cannot easily be forcibly taken-if that is actually what is going on.

If you remember. Elon Musk increased his holdings in Twitter to 10% just before he bought them out. Twitter didn't mitigate it like this though.

My interpretation was that they acknowledged someone was prowling and making moves and, now they are aware, they will see what the shareholders think of it after having mitigated the threat.

13 hours ago, X___ said:

$450k per annum with 100% bonus and 1.5M stocks. It beats the crap out of what you get for playing the piano.

Edited by ShaunR
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9 minutes ago, jacobson said:

https://www.emerson.com/en-us/news/2023/emerson-national-instruments-announcement

Although all of this is through the lens of the group that wants to purchase NI so it's not surprising they don't think NI is being reasonable (though that may be true). 

Well, they make it sound like it is a very bad decision not to want to sell to them, almost criminal. I always thought in a free market there wasn't any obligation to sell something to an interested party even if they offer a premium (which I'm not really sure they did). But they make it sound like that doesn't apply here. 😁

Edited by Rolf Kalbermatter
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14 minutes ago, jacobson said:

I mean stock perfectly reflect the underlying value of the company right?

It seems like $53 is a premium my any measurement but they do conveniently hide that when they offered $48 per share it was below the 12-month price target for NATI (pretty sure I have my timelines right).

And it of course shot to over 54 $ this morning to now settle around the Emerson bid price 🙂, while Emerson lost 5%. Of course that is speculation and market overreaction by trigger happy stock market cowboys.

Edited by Rolf Kalbermatter
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Quote

“Although Emerson would have preferred to reach an agreement privately, given NI’s announcement that it is undertaking a strategic review, and after refusing to work with us toward a premium cash transaction over the past eight months, we are making our interest public for the benefit of all NI shareholders,” 

And there we have it! They couldn't get them to sell, they tried maneuvering for a takeover (which was thwarted) and now all they can do is appeal to the shareholders. 

Edited by ShaunR
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41 minutes ago, ShaunR said:

And there we have it! They couldn't get them to sell, they tried maneuvering for a takeover (which was thwarted) and now all they can do is appeal to the shareholders. 

Yep. But a very significant amount of shares (if not even a fully controlling amount) was at least until a few years held by the three founders and in the form of trusts through family members. So it will probably come down to the question if any of the heirs feels enough to sell their share to Emerson for some quick cash or not.

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2 hours ago, Rolf Kalbermatter said:

Yep. But a very significant amount of shares (if not even a fully controlling amount) was at least until a few years held by the three founders and in the form of trusts through family members. So it will probably come down to the question if any of the heirs feels enough to sell their share to Emerson for some quick cash or not.

Just buying the shares isn't good enough. They have to first get the shareholders to revoke the trigger for dividends and that would probably take the agreement of more than one or two other major shareholders.

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19 minutes ago, ShaunR said:

Just buying the shares isn't good enough. They have to first get the shareholders to revoke the trigger for dividends and that would probably take the agreement of more than one or two other major shareholders.

I'm fully aware of that. It just means that this could be an additional hurdle for them to take, not that it is the only one.

In terms of LabVIEW, what I think would happen, if they are successful is the same as has happened for HiQ, Lookout, Electronic Workbench/Ultiboard and a few others when NI took them over. They hailed the purchase as a great addition to their product portfolio, took out some of the IP to integrate in their own and then let it die. Trying to interface Emerson products with LabVIEW in the past simply gave you a blank stare from the Emerson people and the question: "Why would you want to do that when we have such nice software ourselves!"

Edited by Rolf Kalbermatter
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2 minutes ago, Rolf Kalbermatter said:

I'm fully aware of that. It just means that this could be an additional hurdle for them to take, not that it is the only one.

It's not a hurdle. It ensures the shareholders control the sale - as it should be. NI have played this by the book and, as I said previously:

On 1/15/2023 at 11:35 AM, ShaunR said:

they will see what the shareholders think of it after having mitigated the threat.

 

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