iTechGuides is reader-supported. When you buy through links on our site, we may earn an affiliate commission. As an Amazon Associate I earn from qualifying purchases. Learn more
Emerson agreed to acquire Avocent in October 2009 for $25 per share in cash, a deal the companies valued at approximately $1.2 billion. Emerson said Avocent would broaden its Network Power business’s data-center management capabilities. The announcement forecast a closing around January 1, 2010, but that was an estimate—not the documented final legal completion date.
What Emerson agreed to buy—and for how much
Emerson Electric Co. and Avocent announced the transaction on October 6, 2009. Their merger agreement had been signed the previous day, October 5. The offer was $25 in cash for each Avocent share, which the joint announcement described as approximately $1.2 billion in total transaction value. Emerson’s October 9, 2009 Form 8-K sets out the agreement’s terms, while the October 6 joint announcement gives the companies’ headline valuation.
The $1.2 billion figure is the announced approximate transaction value. A later filing reported that, as of December 11, shares purchased in the tender offer were valued at approximately $1.1 billion, using the $25-per-share price and the number of shares accepted for payment. That offer milestone is not identified as the final total acquisition cost. Emerson’s December 11 tender-offer amendment describes the amount and offer progress.
How the tender offer and merger were structured
Emerson used a newly formed, wholly owned subsidiary, Globe Acquisition Corporation, to carry out the transaction. The two-stage structure let shareholders first tender their shares directly into the offer; a merger would then acquire the shares that remained.
#1 Best Overall
- Remote MANAGEMENT: Avocent ACS8000 48-port advanced terminal management Serial Console Server allows users to access and troubleshoot remote locations using automatic network failover to Cellular (and failback).
- 8 USB 2.0 Ports: support external devices, IoT products and IT equipment; Features digital input/ output sensor ports and 48 RS232 serial.
- Automated PROVISIONING: Offers Fast, automated configuration with zero touch provisioning; compliant with data center access and security policies; powerful Dual-core ARM processor and 16GB of flash memory to support automation scripting.
- Power DEVICE MANAGEMENT: Dual 1GB Ethernet port for network connectivity, failover, and secure in-band management for daily networking management. Comes with expanded support for Rack PDUs from Vertiv and 3rd-party along with Vertiv GXT4 UPS systems.
- Environmental sensor port: connect to temperature, humidity, differential pressure, leak, and door pin sensors.
- Tender offer: Globe offered $25 in cash per share. The offer required a majority of Avocent shares to be tendered and not withdrawn, and was subject to regulatory waiting periods and other customary conditions.
- Merger for remaining shares: After the tender offer, Globe was to merge with Avocent. Under the agreement’s terms, each remaining share would convert into the right to receive $25 in cash.
The agreement was not subject to a financing condition. The October 6 announcement said Avocent’s board unanimously endorsed the terms. The merger agreement filing describes the mechanics and conditions; the later December 11 amendment says the offer commenced on October 15 and describes the planned subsequent short-form merger.
Why Emerson said Avocent fit its data-center strategy
Emerson presented the acquisition as a way to expand Network Power’s data-center management capabilities and offer customers more integrated infrastructure-management solutions. That was Emerson’s stated strategic rationale, not independent proof that the expected commercial benefits were achieved.
Rank #2
- Remote MANAGEMENT: Avocent ACS8000 16-Port advanced terminal management Serial Console Server allows users to access and troubleshoot remote locations using automatic network failover to Cellular (and failback).
- 8 USB 2.0 Ports: support external devices, IoT products and IT equipment; Features digital input/ output sensor ports and 16 RS232 serial.
- Automated PROVISIONING: Offers Fast, automated configuration with zero touch provisioning; compliant with data center access and security policies; powerful Dual-core ARM processor and 16GB of flash memory to support automation scripting.
- Power DEVICE MANAGEMENT: Dual 1GB Ethernet port for network connectivity, failover, and secure in-band management for daily networking management. Comes with expanded support for Rack PDUs from Vertiv and 3rd-party along with Vertiv GXT4 UPS systems.
- Environmental sensor port: connect to temperature, humidity, differential pressure, leak, and door pin sensors.
Avocent’s portfolio included hardware, software and embedded technologies used to monitor, manage and troubleshoot data centers. The company’s materials also identified KVM solutions as part of its product range. KVM—keyboard, video and mouse—technology enables users to control multiple computers or servers through shared peripherals. Emerson’s announcement outlines the strategic case, and the investor materials filed with it describe Avocent’s capabilities. Emerson’s fiscal 2010 annual report later placed Avocent within Network Power and said it enhanced integrated data-center management capabilities. The annual report documents that post-acquisition placement.
Recommended Free Tools
The transaction materials also acknowledged risks, including regulatory approval and integration, as well as the possibility that projected revenue opportunities, savings or synergies might not be fully realized or could take longer than anticipated. These were identified risks, not evidence that a particular outcome occurred. Avocent’s Schedule 14D-9 discusses them.
Rank #3
- 16-Port Serial Console / Terminal Server Management Switch
- Dual Ethernet, Dual Power Supply, and Built-in Modem
- Secure In-band and Out-of-band access for a Host of Equipment
- Manage all equipment in the rack: Servers, UPS, Routers, Switches, Firewalls, etc
- Compliant with the Federal Trade Agreements Act (TAA) for GSA Schedule purchases
What the records show about timing
The October 6 announcement forecast that the transaction would close around January 1, 2010, subject to regulatory approvals and acceptance of the offer by holders of a majority of Avocent shares. That date was an expectation stated at announcement, not confirmation of the legal completion date.
The dated offer record establishes that the tender offer began on October 15, 2009, and that shares valued at approximately $1.1 billion had been purchased in the offer by December 11. The materials cited here do not establish the exact final merger effective date. The forecast and the December offer-progress figure answer different questions; neither should be presented as the final closing date. Emerson’s December 11 filing records the offer milestone, while the joint announcement records the earlier forecast.
Quick Recap
Best Value
- LAPTOP TO SERVER: USB crash cart adapter connects your laptop to a headless system, turning your laptop into a portable console for rack servers in your server room, PCs, ATMs, kiosks, etc
- EFFICIENT TROUBLESHOOTING: Easily log server activity using the crash cart adapter software; For optimal performance, be sure to install the latest drivers; Note: Please make sure to download the drivers specifically for the NOTECONS01
- BIOS-LEVEL CONTROL: Connect the laptop crash cart adapter to your computer using the included USB cable, then connect the integrated USB and VGA cables to your server for instant BIOS-level control
- SELF-POWERED: The KVM adapter is powered by the server-side USB connection, reducing strain on the laptop's battery and eliminating the need for an AC outlet, allowing you to connect to any PC or device with a VGA output port and USB connection
- COMPACT DESIGN: This TAA Compliant pocket-sized data center crash cart adapter requires no additional accessories, eliminating the need to carry around a traditional crash cart/trolley when troubleshooting and servicing your systems
Rank #4
- Includes: 2x Power Cord, 1x Console Cable, 1x Rack Ears
Product prices and availability are accurate as of the date/time indicated and are subject to change. Any price and availability information displayed on Amazon at the time of purchase will apply.
