8-K
filed October 11, 2023, 7:59 PM ET
CIK 0000935494
M&A
confidence high
sentiment neutral
materiality 0.90
NATIONAL INSTRUMENTS CORP: M&A transaction — National Instruments acquired by Emerson for $60.00/share; stock to be delisted
NATIONAL INSTRUMENTS CORP
- Emerson Electric completed acquisition of National Instruments for $60.00 per share in cash.
- Company's common stock will be delisted from Nasdaq and registration terminated.
- All prior directors of National Instruments resigned effective at closing.
- Credit agreement terminated and fully prepaid; no early termination penalties.
- Company becomes wholly owned subsidiary of Emerson.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gayla J. Delly departed as Director at NATIONAL INSTRUMENTS CORP.
- Action
- ceased to be member
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alexander M. Davern departed as Director at NATIONAL INSTRUMENTS CORP.
- Action
- ceased to be member
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Liam K. Griffin departed as Director at NATIONAL INSTRUMENTS CORP.
- Action
- ceased to be member
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gerhard P. Fettweis departed as Director at NATIONAL INSTRUMENTS CORP.
- Action
- ceased to be member
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James E. Cashman, III departed as Director at NATIONAL INSTRUMENTS CORP.
- Action
- ceased to be member
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Duy-Loan T. Le departed as Director at NATIONAL INSTRUMENTS CORP.
- Action
- ceased to be member
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael E. McGrath departed as Director at NATIONAL INSTRUMENTS CORP.
- Action
- ceased to be member
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eric H. Starkloff departed as Director at NATIONAL INSTRUMENTS CORP.
- Action
- ceased to be member
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Michael E. McGrath, Eric H. Starkloff, James E. Cashman, III, Alexander M. Davern, Gayla J. Delly, Gerhard P. Fettweis, Liam K. Griffin and Duy-Loan T. Le ceased to be members of the board of directors of the Company, or any committee thereof, effective as of the Effective Time.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
NATIONAL INSTRUMENTS CORP underwent a change of control involving Emerson Electric Co. for $60.00 in cash (closed 2023-10-11).
- Action
- change of control
- Counterparty
- Emerson Electric Co.
- Consideration
- $60.00 in cash
- Closing
- 2023-10-11
Exact text from the filing
appraisal of such shares pursuant to Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)) was automatically converted into the right to receive $60.00 in cash (the “Merger Consideration”). Additionally, at the Effective Time, each share of common stock, par value $1.00 per share, of Merger Sub outstanding immediately prior to
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
NATIONAL INSTRUMENTS CORP terminated Credit Agreement with Wells Fargo Bank, National Association valued at all amounts.
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Wells Fargo Bank, National Association
- Value
- all amounts
Exact text from the filing
the Company prepaid in full all amounts, and terminated all commitments, outstanding under its Third Amended and Restated Credit Agreement, dated as of August 24, 2022, among the Company, the lenders party thereto from time to time and Wells Fargo Bank, National Association, as administrative agent and collateral agent
View on SEC.gov
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