Including solicitation of interest from potential acquirers

[X___]

51 minutes ago, Rolf Kalbermatter said:

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!"

What software does Emerson have?

[Rolf Kalbermatter]

22 minutes ago, X___ said:

What software does Emerson have?

https://www.emerson.com/en-us/automation/automation-and-control

[X___]

20 minutes ago, Rolf Kalbermatter said:

https://www.emerson.com/en-us/automation/automation-and-control

I see...nothing. In any case, they already have taken Ni's color(s). Or is it the opposite?

And as far as their slogan: "Go Boldly", this will be easy to merge with NI's: "Go boldly and engineer ambitiously... for twice the price!".

[ShaunR]

31 minutes ago, Rolf Kalbermatter said:

https://www.emerson.com/en-us/automation/automation-and-control

It looks like they are only really interested in the hardware side of the NI business as they are a bit thin on the ground there. For software they seem to be geared towards cloud analytics and control. I don't see much of a place for LabVIEW in their software catalog except as a stop-gap to transitioning LabVIEW customers to their platforms.

Edited January 17, 2023 by ShaunR

[Rolf Kalbermatter]

13 minutes ago, ShaunR said:

It looks like they are only really interested in the hardware side of the NI business as they are a bit thin on the ground there. For software they seem to be geared towards cloud analytics and control. I don't see much of a place for LabVIEW in their software catalog except for transitioning LabVIEW customers to their platforms.

Possibly, but I think it is not even CompactRIO or any of the DAQ boards. Maybe PXI, but most likely neither. What they want is the test system division which makes complete test systems for the EV, energy and space markets. This are high value systems with an interesting cash flow and a significant grow potential. They want that type of business to make their share holder expectations true. Selling DAQ boards or even LabVIEW license subscriptions doesn't earn enough for that.

Most likely the NI board are already in communication with companies like Danaher, Roper, Agilent, Keysight and others about their potential interest to save them from the Emerson hostile takeover bid. Not sure that either would be better for us users but it has definitely the potential to get a significantly higher share price for the share holders and that is/has to be the main concern of managers in a public traded company, as otherwise they might face accusations of mismanagement and legal actions by the share holders.

Edited January 17, 2023 by Rolf Kalbermatter

[ShaunR]

1 hour ago, Rolf Kalbermatter said:

What they want is the test system division which makes complete test systems for the EV, energy and space markets.

NI's system division is quite weak. (What was that awful system software they wrote in LabVIEW?). Maybe they want the customers and talent but I don't see them wanting any of the software. NI, historically, has been a software tools provider for customers and alliance partners to build bespoke systems around their hardware and, if you look at places like CERN and SpaceX, the systems are designed and maintained by in-house LabVIEW developers. Emerson could be worried that the relatively recent systems acquisitions and branching out is eating at their market share so they decided to take out the nascent competitor while they can but NI is no start-up.

1 hour ago, Rolf Kalbermatter said:

to save them from the Emerson hostile takeover bid

They have already saved themselves. Emerson have already admitted that (in not so many words). It will really depend on if the shareholders see a future for NI and are happy with the direction. NI are firmly in the driving seat of this now and it's clear that there is little interest from the board in selling-hence Emersons appeal to shareholders.

I'm feeling comfortable that I'll still be writing LabVIEW software for the next few years and the attempt will go the way it did in 2015. But shareholders are a fickle breed so only time will tell.

 

Plot Twist:

NI makes a hostile takeover of Emmerson to bolster their systems division. 

Edited January 17, 2023 by ShaunR

[Michael Aivaliotis]

Looking for a new profession?

[Rolf Kalbermatter]

9 hours ago, X___ said:

I see...nothing.

I had the same reaction.

8 hours ago, ShaunR said:

NI's system division is quite weak.

Not the System Engineering Group that tried to make DCAF and similar. They have a different division that you and I haven't seen much of yet but that makes complete test systems for EV, semiconductor and other high value potential industries. I have no idea if they use LabVIEW in them. I'm sure they do use TestStand and probably some LabVIEW adapters to interface to hardware components, but it's definitely NOT a LabVIEW solution.

7 hours ago, Michael Aivaliotis said:

Looking for a new profession?

 That's very ambiguous, depending on who you directed this message to. 😁

[ShaunR]

30 minutes ago, Rolf Kalbermatter said:

Not the System Engineering Group that tried to make DCAF and similar.

Ah. DCAF. That was it.

31 minutes ago, Rolf Kalbermatter said:

They have a different division that you and I haven't seen much of yet but that makes complete test systems for EV, semiconductor and other high value potential industries.

I'll have to look into that. From your description, it sounds even more like a takeover attempt to remove competition. I know NI acquired OptimalPlus which was data analytics and in Emmersons domain but not much more than that.

[X___]

8 hours ago, Rolf Kalbermatter said:

I had the same reaction.

That's maybe because, according to Reuters (https://www.reuters.com/markets/deals/emerson-makes-76-bln-bid-ni-corp-2023-01-17/),

Quote

Last year, Emerson also sold its division that makes waste disposal equipment and hot water dispensers to Whirlpool Corp (WHR.N) and merged its software units with smaller rival Aspen Technology (AZPN.O).

(company with a green and blue-themed website too...).

So, their interest is probably not in supporting the development of a niche software that once pretended to be the programming language to run them all (or did it?) but is certainly not anymore.

A lot of people at NI should probably get busy updating their profiles and checking job offers, if they had not been thinking of it after AQ's departure...

BTW, I don't quite understand your previous argument that cofounders having a majority of shares would oppose a sale? Why would they not try to get as much money out of the sale and leave their families/heirs with a comfortable fortune to spend the rest of their lives?

 

[ShaunR]

Interesting to note that only 46.4% of shares are held by institutions (as of a couple of months ago). That leaves a whopping 53% in private hands. The directors have been selling some but not all their shares so it' doesn't seem like rats leaving the sinking ship - rather taking advantage of the higher share prices while hedging their bets.

Fun times!

[SebastienM]

Here we go for the dedicated website :

maximizingvalueatni.com

[SebastienM]

Anybody knows about this AspenTech software ? :

Immediate, Compelling And Certain Value For NI Shareholders (webflow.com)

 

[SebastienM]

  

Quote

LabVIEW NXG

2017 – 30+ years after LabVIEW’s original release

Next-generation integrated development environment that would succeed LabVIEW

Significant investment of non-reoccurring engineering and R&D LabVIEW NXG failed to gain traction

NI announced in 2020 it would not release any new versions of the product beyond 2021

Misstep occurred during a time of exceptional growth through innovation by peers such as Keysight who successfully launched products tailored to the 5G transition

From here : Immediate, Compelling And Certain Value For NI Shareholders (webflow.com)

...sounds bad for us guys

[bjustice]

Wow, I didn't realize that Emerson also publicized correspondence with NI over the last year:

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

It seems like the NI board of directors is not interested, and is getting pushed into their actions by Emerson's increasingly aggressive engagement.

[ShaunR]

2 hours ago, SebastienM said:

Here we go for the dedicated website :

maximizingvalueatni.com

Ooooh. They want it bad.

Quote

Emerson’s Public Proposal Follows Eight Months of Delay and Lack of Engagement From NI. Emerson has made numerous attempts to engage constructively with NI in private since May 16, 2022. For eight months, NI delayed and refused to engage meaningfully with Emerson. On January 13, 2023, NI announced publicly that it is undertaking a strategic review process and put in place a poison pill.

They salty  

 

Edited January 20, 2023 by ShaunR

[ShaunR]

2 hours ago, SebastienM said:

  

From here : Immediate, Compelling And Certain Value For NI Shareholders (webflow.com)

...sounds bad for us guys

Really?

Quote

Repeated Rejection And Limited Engagement

They sound kinda desperate. Especially as their offer is now under the share price rather than 38% over.

Edited January 20, 2023 by ShaunR

[Rolf Kalbermatter]

3 hours ago, SebastienM said:

Anybody knows about this AspenTech software ? :

Immediate, Compelling And Certain Value For NI Shareholders (webflow.com)

They did manage to spell LabVIEW correctly in their letter to the NI board of directors, but that definitely doesn't mean that they are after LabVIEW. Emerson is a company that declared shareholder value as the holy grail of their philosophy. In order to make that holy grail true they need to grow and grow fast and that can not be done through internal grow. So they need to acquire others.

They changed their strategy recently and divested themselves of several large divisions that they consider not being able to add the necessary grow to make their bold targets possible. They even gave up their headquarter for that. They looked around for potential candidates and NI was a very attractive target. They have a considerable internal value and potential grow but did underperform for several years on the stock market. So a relatively cheap buy for a lot of potential. The perfect target to take over to help realize external grow to satisfy the shareholder value promise. And being so keen on shareholder value they figured the best bet is to appeal to the NI shareholders to make them force the board of directors to sell to them. Except that going public with this puts them now in the seat of the hostile raider. And that is what they really are. They don't want NI to integrate all the services and products into their own corporate structure. If they get their mind, they will pick the cherries from the pie and throw the rest in the trash. And no, LabVIEW is not the cherry they are after. That's in their view more an old and withered rose that needs to get chopped off than anything else. It's also not the DAQ boards. What they are after is the test system division, a relatively young part of NI but with a lot of grow potential for quite some time to come.  TestStand makes a good chance to be reused, LabVIEW is in that picture at best another test adapter provider inside TestStand besides Python and .Net.

55 minutes ago, ShaunR said:

They sound kinda desperate.

Their whole behavior sounds like the little child that sits in a corner and starts mocking because the world doesn't want to give him what it feels is his natural right to have. Somehow it would seem to me that if their target doesn't feel like wanting to sell their company for the price they offer, they have exactly two options: make a better offer that they can't refuse or walk away. But they choose to instead stamp with their feet on the ground and be very upset that their "generous" offer wasn't welcome.

Edited January 20, 2023 by Rolf Kalbermatter

[drjdpowell]

26 minutes ago, ShaunR said:

Especially as their offer is now under the share price rather than 38% over.

The market presumable thinks the offer will be accepted, possibly at a higher price.

[Rolf Kalbermatter]

8 minutes ago, drjdpowell said:

The market presumable thinks the offer will be accepted, possibly at a higher price.

Or that there will be someone else who will offer more. There are several companies that could benefit from an NI integration at least as much and some of them could benefit NI a lot more than Emerson.

[ShaunR]

I overlooked it in the initial post but NI also changed their Rights Agreement. They's fighting hard.

Quote

 

• Flip In. If a person or group becomes an Acquiring Person, all holders of Rights except the Acquiring Person may, for the Exercise Price, purchase shares of Company Common Stock with a market value of $400, based on the market price of Company Common Stock prior to such acquisition.

• Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding shares of Company Common Stock, the Board may extinguish the Rights by exchanging one share of Company Common Stock or an equivalent security for each Right, other than Rights held by the Acquiring Person.

• Flip Over. If the Company is later acquired in a merger or similar transaction after the Rights Distribution Date, all holders of Rights except the Acquiring Person may, for the Exercise Price, purchase shares of the acquiring corporation with a market value of $400 based on the market price of the acquiring corporation's stock, prior to such transaction.

 

That last one is a doozy and is probably the "poison pill" Emerson are talking about.

[hooovahh]

On 1/20/2023 at 3:00 PM, Rolf Kalbermatter said:

Their whole behavior sounds like the little child that sits in a corner and starts mocking because the world doesn't want to give him what it feels is his natural right to have.

I agree, and it does at times sound desperate.  But also is this just how things are in the corporate world?  Like do they really care how they are perceived if in the end they get what they want?  They could offer more money, or they could just first do a marketing campaign.  Relatively low risk, maybe it doesn't work out but I'm sure people who are in charge of these kinds of acquisitions have a playbook, that I'm unfamiliar with.

It sorta feels like we are the kids in a divorce proceedings. Just going along with little or no influence on what happens to us.  I hope weekday dad buys us a new DVD player.

[Rolf Kalbermatter]

2 hours ago, hooovahh said:

I agree, and it does at times sound desperate.  But also is this just how things are in the corporate world?  Like do they really care how they are perceived if in the end they get what they want?  They could offer more money, or they could just first do a marketing campaign.  Relatively low risk, maybe it doesn't work out but I'm sure people who are in charge of these kinds of acquisitions have a playbook, that I'm unfamiliar with.

It sorta feels like we are the kids in a divorce proceedings. Just going along with little or no influence on what happens to us.  I hope weekday dad buys us a new DVD player.

Well in a world where many consider bad publicity many times better than no publicity, you could be very right.

For now the market thinks for several days already that NI is more worth than what Emerson offered. So their whole attempt of appealing to the shareholders to let them have their way does seem to have backfired.

Edited January 23, 2023 by Rolf Kalbermatter

[drjdpowell]

16 hours ago, hooovahh said:

I agree, and it does at times sound desperate.  But also is this just how things are in the corporate world?

This appears to be a pretty standard "hostile takeover" attempt, complete with all the usual things like a "poison pill" defence, and an appeal to shareholders to set up for a "proxy fight". Noone in the corporate world thinks any less of Emerson for doing a very normal business thing.

[PaigeDickson]

On 1/24/2023 at 1:39 AM, Rolf Kalbermatter said:

Well in a world where many consider bad publicity many times better than no publicity, you could be very right.

For now the market thinks for several days and how to get rid of moobs already that NI is more worth than what Emerson offered. So their whole attempt of appealing to the shareholders to let them have their way does seem to have backfired.

Yes you said it right that bad publicity many times better than no publicity. Market always fluctuate.

Edited February 3, 2023 by PaigeDickson