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Emerson Announces Offer To Acquire Roxar

[Daily News] Emerson has announced that its wholly-owned subsidiary Aegir Norge Holding AS has reached an agreement with Roxar ASA to launch a voluntary offer for 100% of Roxar’s shares.

Emerson will offer 5.20 Norwegian kroner (approximately $0.735 US) per share in cash, which represents approximately 1,266 million Norwegian kroner (approximately $179 million), for the total share capital of Roxar. Upon successful completion of the acquisition, Emerson expects to redeem approximately 1.5 billion Norwegian kroner (approximately $212 million) of Roxar debt.

Roxar’s board has unanimously resolved to recommend the offer. Shareholders representing approximately 41% of Roxar’s outstanding shares, including the members of the board and the management who hold shares in the company, have agreed to accept the offer. The acquisition will be financed by Emerson through existing cash balances and is not subject to any financing condition. The voluntary offer is expected to close in April, assuming satisfaction of all conditions.

Roxar is a leading global supplier of measurement technologies and software solutions for upstream oil and gas and other process industries. The company, which is based in Stavanger, Norway, had revenues of 1,365 million Norwegian kroner (approximately $193 million) in 2008. Upon successful completion of the acquisition, Roxar will become part of Emerson Process Management.

“With its solid positions and respected name in offshore metering and monitoring equipment and well optimization software, Roxar is a strong complement to Emerson,” said Steven Sonnenberg, executive vice-president and business leader of Emerson Process Management. “Like Emerson, Roxar is respected for its technology innovation and leadership. Our oil and gas customers will benefit from the more complete product and service offering that will result from this strategic combination.”

Roxar chairman Hans Olav Torsen said: “The Roxar board has looked at all strategic alternatives for the company and taken considerable time for this process. The board considers Emerson as an attractive partner to Roxar, with a similar technology and customer focused business culture and complementing market segments.”

Emerson, based in St. Louis, Missouri, is a global leader in bringing technology and engineering together to create innovative solutions for customers through its network power, process management, industrial automation, climate technologies and appliance and tools businesses. Sales in fiscal 2008 were $24.8 billion.

Roxar is a leading international provider of products and associated services for reservoir management and production optimization. It has two main divisions; Roxar Software Solutions (RSS) and Roxar Flow Measurement (RFM). Roxar offers software for reservoir interpretation, modelling and simulation, as well as instrumentation for well planning, monitoring and metering. It is headquartered in Stavanger, Norway with 28 offices in 19 countries and approximately 820 employees worldwide.

The offer will be made by Aegir Norge Holding AS, a Norwegian limited liability company 100% owned by Emerson. The offer represents a premium of 49% over the closing price of Roxar shares on Feb. 27, the last trading day prior to Emerson’s public announcement of its intention to make the offer. It represents a premium of 44%, 54%, 34%, respectively, to the volume weighted average daily closing prices for the three-month, six-month and twelve-month periods ending Feb. 27.

Roxar’s board has the right to withdraw its recommendation of the offer in the event a superior competing offer emerges, provided such offer is not matched by Emerson within 72 hours. A break-fee of $2 million will be payable by Roxar to Emerson if the Roxar’s board’s recommendation, subject to certain terms and conditions, is withdrawn or amended.

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