Rockwell Automation Rejects Emerson Electric Takeover Bid

By Dana Cimilluca Features Dow Jones Newswires

Emerson Electric Co. has made a roughly $27.5 billion takeover offer for Rockwell Automation Inc. that was rejected, according to a person familiar with the matter.

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For months, Emerson has been stalking Rockwell privately, making a $200-a-share bid in early August and another one valued at $215 a share -- half stock, half cash in early October, the person said, adding that both were rejected. Rockwell shares have been steady rising since the latter offer was made, and surged another 10% to $206.21 Tuesday morning after CNBC first reported the news.

It is not clear why Rockwell turned away Emerson's advances. An Emerson spokesman confirmed that the company has made an offer for Rockwell, but would't say more. A Rockwell spokesman declined to comment but said the company would be issuing a statement.

Emerson sees $6 billion of synergies from the potential deal, the person said. Should Emerson succeed, which is far from guaranteed, the combined company would have a "center of excellence" in Milwaukee, where Rockwell is based, and include Rockwell's name, the person added.

Andrew Tangel and Bob Tita contributed to this article.

Write to Dana Cimilluca at dana.cimilluca@wsj.com

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Rockwell Automation Inc. has rejected a takeover bid by Emerson Electric Co. worth roughly $27.5 billion, spurning a deal that would have combined two big U.S. makers of machines and software used in manufacturing.

The latest half-cash, half-stock bid by Emerson, a St. Louis-based industrial conglomerate, came in early October and was valued at $215 a share, according to Rockwell. The Milwaukee-based maker of industrial equipment said it also rejected an earlier Emerson bid in August valued at $200 a share.

Rockwell Chief Executive Blake Moret said in a statement the company's board and management are committed to serving the best interests of the company and shareholders and were "confident in the company's strategic direction and our ability to continue delivering superior levels of growth and value creation."

An Emerson spokesman on Tuesday confirmed the company's attempt to acquire Rockwell but declined to comment further.

Rockwell shares surged on news of Emerson's bids, which had been earlier reported by CNBC. Rockwell shares were up more than 8% to $202.71 in midday trading Tuesday. Emerson's stock was down 2.6%, suggesting its shareholders are less enthusiastic about a potential deal.

It wasn't immediately clear what might be Emerson's next step. Now that the bids have become public, Rockwell may feel shareholder pressure to engage in negotiations about a potential combination.

Rockwell was skeptical of the large amount of Emerson's stock, according to people familiar with the matter. It also has concerns about Emerson's management and its record with mergers and acquisitions, the people said.

One of these people described Rockwell's view of Emerson's bid as: "They need us. We really don't really need them."

Emerson estimates $6 billion of synergies from the potential deal, another person familiar with the matter said.

Should Emerson eventually succeed in its attempt to take over Rockwell, which is far from guaranteed, the combined company would have a "center of excellence" in Milwaukee and include Rockwell's name, this person added.

Both companies specialize in making products used in the manufacturing process, but with specialties in different sectors.

Emerson has largely focused on products used in power generation or on chemicals, cement and other materials used in outdoor facilities.

Rockwell has generally focused on developing equipment and software used to make products such as cars, electronics and food. Rockwell has increasingly been focused on what it calls the "connected enterprise," using software to link manufacturing to data across a company's operations.

"It's a different expertise," said Longbow Research analyst Chris Dankert. "This would give Emerson a much broader portfolio."

William Blair analyst Nicholas Heymann said the acquisition attempt highlights how Rockwell's software and data-analytics focus are becoming increasingly valuable "as manufacturing shifts from electromechanical to digital."

Rumors of Emerson's interest in Rockwell have circulated on Wall Street for several years. While analysts have viewed Rockwell as a solid fit with Emerson's industrial control line, Rockwell executives have shown little interest in selling.

Emerson, which supplied factory automation gear in some of the same markets as Rockwell, has been revamping its business portfolio in recent years. The company sold units that accounted for several billion dollars a year in sales to eliminate slower-growing or lower-margin businesses. Emerson sold its struggling network power business, which provided backup power equipment to server centers, to Platinum Equity for about $4 billion. It sold its motors and power-generation unit to Japan's Nidec for $1.2 billion

Emerson CEO David Farr has pledged to replace the lost revenue with acquisitions. The company earlier this year completed the purchase of Pentair PLC's industrial valves-and-controls business for $3.15 billion.

Write to Andrew Tangel at Andrew.Tangel@wsj.com, Dana Cimilluca at dana.cimilluca@wsj.com and Bob Tita at robert.tita@wsj.com

(END) Dow Jones Newswires

October 31, 2017 14:25 ET (18:25 GMT)