Emerson and Artesyn Technologies announced their acquisition agreement on February 2, 2006, with Emerson offering $11 in cash for each Artesyn share. The merger agreement was dated February 1. The companies valued the deal at approximately $500 million net of acquired cash, subject to shareholder approval and customary regulatory conditions.
How much did Emerson offer for Artesyn?
Emerson offered $11 per Artesyn share in cash. The companies described the aggregate value as approximately $500 million net of acquired cash. The offer and value were announced on February 2, 2006; the merger agreement itself was dated February 1. Emerson and Artesyn’s announcement and the SEC-filed agreement description set out those terms.
How was the merger structured?
Under the agreement, Emerson’s wholly owned Atlanta Acquisition Sub was to merge into Artesyn. Artesyn would remain the surviving company and become a wholly owned Emerson subsidiary. Closing required Artesyn shareholder approval and satisfaction of customary regulatory and other conditions. The Form 8-K identifies conditions including expiration or termination of applicable antitrust waiting periods, legal conditions, accuracy of representations and warranties, performance of obligations, and the absence of a material adverse effect.
What happened to options and convertible notes?
For outstanding options, the agreement provided for cash equal to the amount, if any, by which $11 exceeded the option’s exercise price, multiplied by the shares underlying the option. Convertible notes were to receive $11 for each share into which they otherwise would have converted. The agreement also included a $15 million termination fee in specified circumstances. These provisions describe the contract terms, not additional per-share consideration for all Artesyn investors. The Form 8-K details the mechanics.
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Why did Emerson say it wanted Artesyn?
Emerson said the deal would add embedded power-conversion technologies to Emerson Network Power’s portfolio for enterprise computing, data and telecommunications customers. The joint announcement described the rationale this way: “The agreement brings additional embedded power conversion technologies to Emerson Network Power’s existing portfolio of solutions for customers in the enterprise computing, data, and telecommunications industries.” This was the companies’ stated strategic fit, not evidence by itself that the expected benefits were realized. The February 2, 2006 announcement contains the statement.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What happened to Artesyn after the acquisition?
Emerson later reported selling a 51% controlling interest in Artesyn on November 22, 2013. In its FY2014 Form 10-K, Emerson reported proceeds of $264 million, net of working-capital adjustments, and valued its retained interest at approximately $60 million. Emerson’s FY2014 report records the transaction.
In January 2014, a company announcement said the former Emerson Embedded Computing and Power business adopted the name Artesyn Embedded Technologies. The announcement establishes that naming milestone, but these records do not provide a complete account of Artesyn’s present-day ownership or corporate lineage.
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