-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JKw5vr4oRR+KHOUbc8BtAriL6rpF2WaC2BQcrS+R1yIOqSrs/xLGl2FM8hycWIKK Xbdxa4aaTwVIdpYPwmocQA== 0000950103-09-003227.txt : 20091211 0000950103-09-003227.hdr.sgml : 20091211 20091211084641 ACCESSION NUMBER: 0000950103-09-003227 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091211 DATE AS OF CHANGE: 20091211 GROUP MEMBERS: GLOBE ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVOCENT CORP CENTRAL INDEX KEY: 0001109808 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 912032368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59423 FILM NUMBER: 091235125 BUSINESS ADDRESS: STREET 1: 4991 CORPORATE DRIVE CITY: HUNTSVILLIE STATE: AL ZIP: 35805 BUSINESS PHONE: 2564304000 MAIL ADDRESS: STREET 1: 4991 CORPORATE DRIVE CITY: HMTSVILLE STATE: AL ZIP: 35805 FORMER COMPANY: FORMER CONFORMED NAME: AEGEAN SEA INC DATE OF NAME CHANGE: 20000323 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EMERSON ELECTRIC CO CENTRAL INDEX KEY: 0000032604 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 430259330 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 8000 W FLORISSANT AVE STREET 2: P O BOX 4100 CITY: ST LOUIS STATE: MO ZIP: 63136 BUSINESS PHONE: 3145532000 MAIL ADDRESS: STREET 1: 8000 W. FLORISSANT STREET 2: P.O. BOX 4100 CITY: ST LOUIS STATE: MO ZIP: 63136 FORMER COMPANY: FORMER CONFORMED NAME: EMERSON ELECTRIC MANUFACTUING CO DATE OF NAME CHANGE: 19730710 SC TO-T/A 1 dp15855_sctota7.htm FORM SC TO-T/A
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
 
SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934

(Amendment No. 7)

AVOCENT CORPORATION
(Name of Subject Company)

GLOBE ACQUISITION CORPORATION
EMERSON ELECTRIC CO.
(Names of Filing Persons – Offeror)

Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
________________
 
053893103
(Cusip Number of Class of Securities)

Frank L. Steeves
Senior Vice President, Secretary and General Counsel
Emerson Electric Co.
8000 West Florissant Avenue
St. Louis, Missouri 63136
Telephone: (314) 553-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copies to:
Phillip R. Mills, Esq.
Marc O. Williams, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000


 
£   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:
R  third-party tender offer subject to Rule 14d-1.
£  issuer tender offer subject to Rule 13e-4.
£  going-private transaction subject to Rule 13e-3.
£  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. R


This Amendment No. 7 (“Amendment No. 7”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed on October 15, 2009, as previously amended, by Emerson Electric Co., a Missouri corporation (“Emerson”), and Globe Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Emerson, relating to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share (“Shares”), of Avocent Corporation, a Delaware corporation (“Avocent”), for $25.00 per Share in cash, without interest, less certain applicable taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 15, 2009 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).
 
All capitalized terms used in this Amendment No. 7 without definition have the meanings ascribed to them in the Schedule TO.
 
The items of the Schedule TO set forth below are hereby amended and supplemented as follows:
 
Item 11. Additional Information
 
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:
 
“On December 10, 2009, the Hungarian Competition Office approved the transactions contemplated by the Merger Agreement under the Hungarian Competition Act (Act LVII of 1996 on the prohibition of unfair and restrictive commercial practices). Accordingly, the condition to the Offer relating to the receipt of approval under the Hungarian Competition Act has been satisfied.
 
On December 11, 2009, Purchaser completed the Offer by accepting for payment all Shares validly tendered and not withdrawn prior to the expiration of the Offer at 5:00 p.m., New York City time, on December 10, 2009.  At the expiration of the Offer, a total of approximately 43.2 million Shares were validly tendered and not withdrawn, representing approximately 97% of the outstanding Shares, including approximately 2.5 million Shares tendered pursuant to a notice of guaranteed delivery.  On December 11, 2009, Emerson issued a press release, which is filed as Exhibit (a)(15) hereto and incorporated herein by reference, announcing the results of the Offer.
 
In accordance with the terms of the Merger Agreement, Emerson intends to complete its acquisition of Avocent pursuant to a short-form merger as soon as practicable.  Upon completion of the Merger, Avocent will be a wholly owned subsidiary of Emerson and all Shares then outstanding (other than (i) the Shares owned by Emerson, Avocent and Emerson's subsidiaries and (ii) the Shares owned by Avocent stockholders who have properly demanded appraisal under the Delaware General Corporation Law) will be converted into the right to receive the Offer Price.”
 
Item 12. Exhibits.
 
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
 
“(a)(15) Press release issued by Emerson dated December 11, 2009.”
 
 
 
SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 11, 2009

 
 
GLOBE ACQUISITION CORPORATION
  
     
     
 
By:
 /s/ Alan D. Mielcuszny  
    Name: Alan D. Mielcuszny  
    Title: Vice President  

 
 
EMERSON ELECTRIC CO.
  
     
     
 
By:
 /s/ Victor A. Lazzaretti  
    Name: Victor A. Lazzaretti  
    Title: Vice President, Deputy General Counsel & Assistant Secretary  
 
 

 
 
 
EXHIBIT INDEX
 
Exhibit No.
  
Description
(a)(15)
  
Press release issued by Emerson dated December 11, 2009.

 

 
 
 
 
EX-99.A.15 2 dp15855_ex99a15.htm EXHIBIT (A)(15)
Exhibit (a)(15)

EMERSON COMPLETES TENDER OFFER FOR AVOCENT

ST. LOUIS, MO, December 11, 2009 -- Emerson (NYSE: EMR) announced today that it has successfully completed its tender offer for all of the outstanding shares of common stock of Avocent Corporation (NASDAQ: AVCT). The offer expired at 5 p.m. EST on Thursday, December 10, 2009. A total of approximately 43.2 million shares of Avocent common stock were tendered, representing approximately 97% of Avocent’s outstanding shares, including approximately 2.5 million shares tendered pursuant to a notice of guaranteed delivery. All shares validly tendered and not withdrawn have been accepted for payment by Emerson.

Emerson expects to effect a short-form merger under Delaware law to complete the Avocent acquisition. As a result of the merger, each of the remaining outstanding shares of Avocent’s common stock (other than any shares owned by Avocent, Emerson, or Emerson’s subsidiaries or any shares whose holders properly exercise their appraisal rights) will be converted into the right to receive the same $25.00 in cash per share, without interest, less certain applicable taxes, that was paid in the tender offer. Upon completion of the merger, Avocent will become a wholly owned subsidiary of Emerson, and Avocent’s common stock will cease to be traded on the NASDAQ Stock Market.

Once completed, the merger with Avocent will enable Emerson and its Emerson Network Power business to deliver a more robust portfolio of data center infrastructure management solutions. Combining Avocent’s ability to access and control the physical aspects of network devices and servers in the rack with Emerson’s power systems and precision cooling solutions in the room will create a unique infrastructure management solution for data center managers and help them address their most pressing challenge – energy efficiency.

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.

Contact:  
Mark Polzin (314) 982-1758
 
or William Walkowiak (314) 982-8622    

 
 
 
 
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