EXHIBIT (A)(11)
Published on November 13, 2009
Exhibit
(a)(11)
EMERSON EXTENDS TENDER OFFER FOR
AVOCENT
ST. LOUIS, MO, November 13, 2009 --
Emerson (NYSE: EMR) announced today that it has extended its tender offer
to purchase all of the outstanding shares of common stock of Avocent Corporation
(NASDAQ: AVCT) to 5:00 p.m. Eastern Standard Time (EST) on Monday, November
30, 2009. The offer was previously scheduled to expire at 12:00
midnight, EST, on November 12, 2009. All other terms and conditions
of the tender offer remain unchanged.
The
tender offer was extended pending the expiration or termination of the
applicable waiting periods under the competition laws of Austria,
Germany, and Hungary. The receipt of all requisite clearances
and approvals from the antitrust authorities in these jurisdictions is a
condition to the consummation of the offer. As previously announced,
the Federal Trade Commission granted early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (or “HSR Act”) on
October 23, 2009. On November 12, 2009, the Irish Competition
Authority issued a clearance with respect to the transaction under the Irish
Competition Act, 2002 (or “Irish Competition
Act”).
Accordingly, the conditions to the offer relating to the expiration or
termination of the applicable waiting period under the HSR Act and the receipt
of clearance under the Irish Competition Act have been satisfied. The
offer is subject to other conditions as described in Section 15 of Emerson’s
Offer to Purchase dated October 15, 2009.
On
October 15, 2009, Emerson commenced a tender offer to acquire all of the
outstanding shares of common stock of Avocent for $25.00 per share in cash,
without interest, less certain applicable taxes. The depositary for
the tender offer has advised Emerson that, as of 12:00 midnight, EST,
on November 12, 2009, a total of approximately 42.0 million shares of
Avocent common stock (representing approximately 94% of Avocent’s outstanding
shares of common stock) had been tendered and not withdrawn, including 5.1
million shares tendered pursuant to a notice of guaranteed
delivery.
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 to customers
through its network power, process management, industrial automation, climate
technologies, and appliance and tools businesses. Emerson’s sales in fiscal 2009
were $20.9 billion. Emerson is ranked 94th on the Fortune 500 list of
America’s largest companies. For more information, visit www.Emerson.com.
Additional
Information and Where to Find it
This
document is for informational purposes only and does not constitute an offer to
purchase or a solicitation of an offer to sell Avocent common stock. The tender
offer is being made pursuant to a tender offer statement on Schedule TO
(including the Offer to Purchase, Letter of Transmittal and other related tender
offer materials) filed by Emerson with the Securities and Exchange Commission
(SEC) on October 15, 2009. Avocent also has filed a solicitation/recommendation
statement on Schedule 14D-9 with respect to the offer. These materials, as they
may be amended from time to time, contain important information, including the
terms and conditions of the offer, that should be read carefully before any
decision is made with respect to the tender offer. Investors and security
holders may obtain a free copy of these materials by contacting the information
agent for the tender offer, Morrow & Co., LLC, at (800) 607-0088
(toll-free).