Rockwell Automation, Inc. announced that its Board of Directors has unanimously rejected Emerson’s unsolicited proposal to acquire Rockwell Automation received on November 16, 2017.

The Rockwell Automation Board of Directors, in consultation with its financial and legal advisors, has thoroughly considered Emerson’s November 16, 2017 proposal and has unanimously determined that it is not in the best interests of Rockwell Automation and its shareowners. Emerson’s proposal undervalues Rockwell Automation and its prospects for continued growth and value creation, presents significant long-term risk for Rockwell Automation’s shareowners, and would create a company that is not well-positioned to compete successfully in the evolving market. The Board believes that continuing to execute Rockwell Automation’s successful strategy, which is generating extraordinary returns for the Company’s shareowners, will create greater long-term value than pursuing Emerson’s proposal.

Blake D. Moret, president and chief executive officer, said, “The Rockwell Automation Board and management team are confident in the Company, our strategic direction, and our ability to continue delivering exceptional shareowner returns and value creation in excess of Emerson’s proposal, particularly given the weakened position and dis-synergies that would result from combining our two organizations, and the risks associated with Emerson’s stock-based currency.

“Bigger is not always better for driving growth and value creation. While Emerson may see this proposed acquisition as necessary to enhance its growth and earnings potential and expand its capabilities in the industrial automation and information market, Rockwell does not. We have the talent, the technology, the culture and the resources necessary to continue raising the bar, exceeding our customers’ expectations and creating superior value for Rockwell Automation shareowners.”

Following is the full text of the letter that was sent on November 22, 2017, to David N. Farr, Chairman and Chief Executive Officer of Emerson:

Dear Mr. Farr:
I am writing to you on behalf of the Board of Directors of Rockwell Automation in response to Emerson’s revised unsolicited proposal set forth in your public letter and presentation dated November 16, 2017. The value of your proposal is $218.481 per Rockwell Automation share based on Emerson’s closing share price on November 17, 2017. This represents only a 16.8% premium to the undisturbed Rockwell Automation stock price on October 30, 2017, the last trading day before the public disclosure of your prior proposals. The value of your current offer represents an increase of 1.6% over the headline value of your previous proposal dated October 10, 2017.

Our Board of Directors, in consultation with its financial and legal advisors, has thoroughly considered your November 16, 2017 proposal and has unanimously determined that it is not in the best interests of Rockwell Automation and its shareowners. Emerson’s proposal undervalues Rockwell Automation and its prospects for continued growth and value creation, presents significant long-term risk for Rockwell Automation’s shareowners, and would create a company that is not well-positioned to compete successfully in the evolving market.

We believe that continuing to execute Rockwell Automation’s successful strategy, which is generating extraordinary returns for the Company’s shareowners, will create greater long-term value than pursuing your proposal.

About Rockwell Automation

Rockwell Automation, Inc. (NYSE: ROK), the world’s largest company dedicated to industrial automation and information, makes its customers more productive and the world more sustainable. Headquartered in Milwaukee, Wis., Rockwell Automation employs approximately 22,000 people serving customers in more than 80 countries.

About Emerson

Emerson (NYSE: EMR), headquartered in St. Louis, Missouri (USA), is a global technology and engineering company providing innovative solutions for customers in industrial, commercial, and residential markets. Our Emerson Automation Solutions business helps process, hybrid, and discrete manufacturers maximize production, protect personnel and the environment while optimizing their energy and operating costs. Our Emerson Commercial and Residential Solutions business helps ensure human comfort and health, protect food quality and safety, advance energy efficiency, and create sustainable infrastructure.