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Form 8-K EMERSON ELECTRIC CO For: Aug 18

August 18, 2016 4:38 PM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 18, 2016




Emerson Electric Co.
(Exact name of registrant as specified in its charter)




Missouri
1-278
43-0259330
(State or other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

8000 West Florissant Avenue
St. Louis, Missouri
(Address of Principal Executive Offices)
63136
(Zip Code)

Registrant's telephone number, including area code:  (314) 553-2000
 


 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01     Entry into a Material Definitive Agreement.
On August 18, 2016 Emerson Electric Co., a Missouri corporation ("Emerson"), entered into a share purchase agreement (the "Purchase Agreement") by and between Emerson and Pentair plc, an Irish public limited company ("Pentair"), pursuant to which Emerson agreed, on the terms and subject to the conditions set forth in the Purchase Agreement, to acquire Pentair's Valves & Controls business ("Valves & Controls").  The purchase price for the transaction is $3.15 billion in cash, subject to certain post-closing adjustments (the "Cash Consideration"). 
The Purchase Agreement is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act and the receipt of requisite approvals under certain foreign competition laws, including in China and the European Union.
Subject to the satisfaction or waiver of the foregoing conditions and the other terms and conditions of the Purchase Agreement, the transaction is expected to close in the next 4 to 6 months.
The Purchase Agreement contains representations, warranties, and covenants of the parties that are customary for transactions of this type.  Until consummation of the transactions contemplated by the Purchase Agreement, Pentair has agreed, subject to certain exceptions, to, and to cause its subsidiaries to, conduct the Valves & Controls business in the ordinary course consistent with past practice.  The parties are required to use their respective reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to consummate the transactions contemplated by the Purchase Agreement.  The Purchase Agreement also contains certain indemnification provisions.
The Purchase Agreement contains certain termination rights customary for a transaction of this type, including if the closing has not occurred on or prior to February 18, 2017 (subject to extension in certain circumstances), and provides that, upon termination of the Purchase Agreement under specified antitrust related circumstances, Emerson will pay to Pentair a cash reverse termination fee.
The representations, warranties and covenants contained in the Purchase Agreement are solely for the benefit of the parties to the Purchase Agreement.  Investors and security holders are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties, covenants or agreements, or any descriptions thereof as characterizations of the actual state of facts or condition of any party to the Purchase Agreement.  Moreover, information concerning the subject matter of the Purchase Agreement may change after the date thereof and such subsequent information may or may not be fully reflected in Emerson's public disclosures.
Item 7.01     Regulation FD Disclosure.
On August 18, 2016, Emerson issued a press release announcing that Emerson entered into the Purchase Agreement, which provides for the acquisition of Valves & Controls.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Investor Conference Call
Emerson will host a conference call for investors today at 5:00 p.m. ET to review the acquisition and answer questions. Access to the live webcast of the discussion will be available at http://www.emerson.com/financial at the time of the call. A replay of the conference call will remain available for approximately three months.
Item 9.01.     Financial Statements and Exhibits.
(d)     Exhibits
 
Exhibit
No.
 
Description
   
99.1
Press Release issued by Emerson Electric Co. on August 18, 2016, furnished herewith.



 
The information in Items 7.01 and 9.01 herein and in Exhibit 99.1 attached hereto are intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
 


FORWARD-LOOKING STATEMENTS
Statements in this Current Report on Form 8-K that are not strictly historical may be "forward-looking" statements, which involve risk and uncertainties, and Emerson undertakes no obligation to update any such statements to reflect later developments.  These risks and uncertainties include Emerson's ability to successfully complete on the terms and conditions contemplated, and the financial impact of, the proposed acquisition of Valves & Controls and Emerson's other strategic portfolio repositioning actions, as well as economic and currency conditions, market demand, pricing, protection of intellectual property, and competitive and technological factors, among others, as set forth in Emerson's most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 18, 2016
EMERSON ELECTRIC CO.
(Registrant)
By:
 /s/ John G. Shively
 
Name:
John G. Shively
 
Title:
Vice President and Assistant Secretary



INDEX TO EXHIBITS
 
Exhibit
No.
Description
99.1
Press Release issued by Emerson Electric Co. on August 18, 2016, furnished herewith.
   
 
Exhibit 99.1
 
                                                                                                                                                              Media Contact: Mark Polzin (314) 982-1758
 

EMERSON SIGNS AGREEMENT TO ACQUIRE VALVES & CONTROLS BUSINESS
FROM PENTAIR
Acquisition aligns with focus on investing in Emerson's two core business verticals and growing served markets

ST. LOUIS, August 18, 2016 – Emerson (NYSE: EMR) today announced it has signed an agreement to purchase the Valves & Controls business of Pentair (NYSE: PNR) for $3.15 billion. The complementary acquisition establishes Emerson's global presence in control, isolation, pressure relief valves and actuation as part of our larger strategy to build a broader automation portfolio.

"This acquisition delivers on our strategic plan of investing in Automation Solutions and in markets where we have a global leadership position and see significant long-term growth opportunities," said Chairman and Chief Executive Officer David N. Farr. "By adding Pentair's Valves and Controls leading technologies and services to our already broad portfolio, we have positioned our businesses to grow while continuing to provide our customers around the world with more complete solutions to their toughest challenges."

This transaction follows Emerson's recently announced divestitures of Network Power, Leroy-Somer and Control Techniques for a total of $5.2 billion as part of the Company's overall strategic portfolio repositioning that was initiated in June 2015.

Headquartered in Schaffhausen, Switzerland, the Pentair Valves & Controls business has nearly 7,500 employees around the world. The business has a large global installed base in chemical, petrochemical, oil and gas, power, mining and other process industries. With product brands like Anderson-Greenwood, Crosby, Vanessa, Keystone and Biffi, Pentair Valves & Controls has been a global leader in providing valve solutions for customers.

"The Pentair Valves & Controls business is a strong fit for us as they share many of the same management principles that have defined success for Emerson over the years such as global customer support, service, best cost sourcing and manufacturing," said Mike Train, Executive Vice President and Business Leader for Emerson Automation Solutions. "In addition to adding great people and brands to our business, it will allow us to expand our market position and create new opportunities for growth, while also being able to offer our customers the most complete valve solutions portfolio and most extensive service network in the world."

The acquisition is expected to close in the next four to six months, subject to various regulatory approvals.

Investor Conference Call
Emerson will host a conference call for investors today at 5:00 p.m. ET to review the acquisition and answer questions. Access to the live webcast of the discussion will be available at http://www.emerson.com/financial at the time of the call. A replay of the conference call will remain available for approximately three months.
 


About Emerson
Emerson (NYSE: EMR), based in St. Louis, Missouri (USA), is a global leader in bringing technology and engineering together to provide innovative solutions for customers in industrial, commercial and consumer markets around the world. The company is comprised of five business segments: Process Management, Industrial Automation, Network Power, Climate Technologies and Commercial & Residential Solutions. Sales in fiscal 2015 were $22.3 billion. 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 the Company's ability to successfully complete on the terms and conditions contemplated, and the financial impact of, the proposed acquisition of Valves & Controls and Emerson's other strategic portfolio repositioning actions, as well as economic and currency conditions, market demand, pricing, protection of intellectual property, and competitive and technological factors, 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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