Exhibit
(a)(7)
Avocent Acquisition-Talking Points
For responding to questions (internal and external)
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Avocent Corporation is a public company and the proposed and pending transaction is
subject to several approvals |
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Closing process will be about 90 days close expected somewhere
around Jan. 1, 2010
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We CANNOT speculate on any aspect of this pending acquisition
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Discussions of this transaction must be limited to information that is already
contained in public documents or in the following talking points |
Agreement:
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Tell me about this agreement between Emerson and Avocent |
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Emerson (NYSE: EMR) and Avocent Corporation (NASDAQ: AVCT) announced on October 6, 2009
that they reached agreement for Emerson to acquire Avocent, a transaction that will
further Emersons ability to deliver total infrastructure management solutions to its data
center customers around the world. The Avocent Board of Directors unanimously endorsed the
terms of an all-cash tender offer of $25 per share, or approximately $1.2 billion. |
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When do we expect the deal to close? |
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The purchase is expected to close around January 1, 2010, pending customary
regulatory approvals and acceptance of the offer by Avocent stockholders holding a
majority of Avocent shares. |
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Why did Emerson acquire Avocent? |
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To enhance our data center power and cooling infrastructure solutions and strengthen
our ability to help our customers drive efficiencies in the data center |
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Further, Avocent has strong relationships with many of our existing Marquee customers
and has a strong, global presence. |
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More information is contained in the joint press release filed by Emerson and Avocent
on October 6, 2009 |
Products:
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Tell me more about what Avocent does |
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Avocent is a market leader that blends hardware, software and embedded technologies
in a unified platform that simplifies monitoring, managing and problem solving in any
size data center. |
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Does this put Emerson into competition with its current Marquee Accounts (including Server
OEMs)? We saw something about that in the Wall Street Journal story?
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This quote is factually incorrect. Emerson has no intention of getting into the
server business and Avocent does not develop or manufacture server products |
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Avocent has established very good relationships with its server OEMs as they
collaborate on technologies that provide users with the necessary access needed for
server management. We expect this to continue, which will only further strengthen our
relationship with theses OEMs. Having a stronger relationship with the server OEMs is
one of the reasons behind the acquisition. |
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We intend to integrate Avocents capabilities with our own to provide enhanced
infrastructure management capabilities in the data center.
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We believe these enhanced capabilities will strengthen our OEM relationships as we
provide solutions that allow IT and infrastructure equipment to work more seamlessly
together. |
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What will become of LANDesk as there has been no mention of LANDesk? |
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Avocent has a number of businesses from KVM, Embedded, SecureSwitch, OEM and
LANDesk. All of these businesses will be acquired by Emerson as part of the acquisition. LANDesk is an important part of Avocent
with some of the best customers and leading edge products in the industry. In fact, Emerson is a large user of LANDesk products.
After the acquisition, Emerson will continue to ensure that LANDesk customers, along with all of Avocents customers, receive world class products,
support and overall value from the investments they have made in Avocent products. |
Structure:
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What will the organization structure of the new entity look like? |
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Avocent will become a wholly-owned subsidiary of Emerson and will be managed as
part of Emerson Network Power. |
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How will Emerson and Avocent teams interact between now and closure? |
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Until the deal is finalized, it is business-as-usual for Emerson and Avocent. We
are two separate companies and must operate accordingly. |
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Employees of both companies are not to discuss or share any confidential or
proprietary information regarding products, services or customer
relationships/strategies other than in connection with completing the acquisition. |
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Who Should I contact regarding Avocent related questions between now and closure? |
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You may direct them to the Emerson Web site to see the news release |
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If you receive questions from the media they should be sent to Mark Polzin at
Fleishman-Hillard (314.982.1758) |
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If you get financial questions or questions related to the agreement, they should
contact Lynne Maxeiner, Emerson Director of Investor Relations (314.553.2197) |
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If there are questions about products, sales, relationships, and other market or
sales channel related questions, they should be addressed in the same manner they would have been addressed prior to commencement of the tender offer
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How will this acquisition affect relationships with customers? Any product, warranty, orders,
customer support, etc. be affected? |
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We expect the transition to be seamless for customers, and were excited and think
they will be, too, about the complementary technologies and integrated solutions that
will be available after the acquisition is completed. |
People:
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How many Avocent employees will be affected by this announcement? Will they all become
Emerson Network Power employees? |
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Avocent employs approximately 1,800 people who will become part of the Emerson
Network Power team once the transaction is completed. |
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Will the Avocent senior management team continue to lead the business? |
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We cannot speculate on what decisions personnel or otherwise might be made
over time. |
Facilities:
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How many Avocent facilities are there and will they all stay open? |
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Avocent has facilities around the world. There are no plans at this time to change
that. We are continually evaluating all our capacity to assure we remain competitive
and responsive to our customers needs. |
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Will Avocent remain headquartered in Huntsville? |
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There are no current plans to change that. Emerson and Avocent will be planning
and managing integration over the coming months and any changes that might emerge from
that discussion will be communicated as these plans are finalized. |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
THIS DOCUMENT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS MAY BE
IDENTIFIED BY WORDS SUCH AS BELIEVES, EXPECTS, ANTICIPATES, PROJECTS, INTENDS, SHOULD,
SEEKS, ESTIMATES, FUTURE OR SIMILAR EXPRESSIONS OR BY DISCUSSION OF, AMONG OTHER THINGS,
STRATEGY, GOALS, PLANS OR INTENTIONS. VARIOUS FACTORS MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
IN THE FUTURE FROM THOSE REFLECTED IN FORWARD-LOOKING STATEMENTS CONTAINED IN THIS DOCUMENT, AMONG
OTHERS: (1) ECONOMIC AND CURRENCY CONDITIONS; (2) MARKET DEMAND; (3) PRICING; (4) COMPETITIVE AND
TECHNOLOGICAL FACTORS; (5) THE RISK THAT THE TRANSACTION MAY NOT BE CONSUMMATED; (6) THE RISK THAT
A REGULATORY APPROVAL THAT MAY BE REQUIRED FOR THE TRANSACTION IS
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NOT OBTAINED OR IS OBTAINED SUBJECT TO CONDITIONS THAT ARE NOT ANTICIPATED; (7) THE RISK THAT
AVOCENT WILL NOT BE INTEGRATED SUCCESSFULLY INTO EMERSON; AND (8) THE RISK THAT REVENUE
OPPORTUNITIES, COST SAVINGS AND OTHER ANTICIPATED SYNERGIES FROM THE TRANSACTION MAY NOT BE FULLY
REALIZED OR MAY TAKE LONGER TO REALIZE THAN EXPECTED.
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. 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 AND OTHER DOCUMENTS FILED BY EMERSON WITH THE SEC
AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THE OFFER TO PURCHASE AND RELATED MATERIALS
MAY ALSO BE OBTAINED FOR FREE BY CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER, MORROW &
CO., LLC, AT (800) 607-0088 (TOLL-FREE).
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