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Rockwell Automation Board Of Directors Unanimously Rejected Unsolicited Proposals From Emerson

October 31, 2017

Board Determined Proposals Were Not in Best Interest of Rockwell Automation or Its Shareowners

MILWAUKEE, Oct. 31, 2017 /PRNewswire/ -- Rockwell Automation, Inc. (NYSE: ROK) today confirmed that it recently rejected an unsolicited proposal from Emerson (NYSE: EMR) received on October 10, 2017 to acquire Rockwell Automation for consideration consisting of $107.50 per share in cash and 225 million shares of Emerson common stock, valued at $107.50 per share based on Emerson's 30-day volume weighted average share price of $62.92 as of October 10, 2017. Rockwell Automation noted that the October 10, 2017 proposal followed an unsolicited proposal from Emerson on August 2, 2017 to acquire the Company for $200 per share, with approximately half of the consideration in cash and half in Emerson common stock.

Consistent with its fiduciary duties and in consultation with its financial and legal advisors, the Board of Directors of Rockwell Automation carefully reviewed these proposals. Following these respective reviews, the Rockwell Automation Board of Directors unanimously determined that each of Emerson's proposals was not in the best interest of Rockwell Automation or its shareowners.

Blake D. Moret, president and chief executive officer, said, "The Rockwell Automation Board of Directors and management team are committed to serving the best interests of the Company and Rockwell Automation shareowners, and are confident in the Company's strategic direction and our ability to continue delivering superior levels of growth and value creation."

Goldman, Sachs & Co. is acting as financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Rockwell Automation.

About Rockwell Automation
Rockwell Automation, Inc. (NYSE: ROK), the world's largest company dedicated to industrial automation and information, makes its customers more productive and the world more sustainable. Headquartered in Milwaukee, Wis., Rockwell Automation employs approximately 22,000 people serving customers in more than 80 countries.

Forward-Looking Statements
This news release contains statements (including certain projections and business trends) that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Words such as "believe", "estimate", "project", "plan", "expect", "anticipate", "will", "intend" and other similar expressions may identify forward-looking statements. Actual results may differ materially from those projected as a result of certain risks and uncertainties. These forward-looking statements reflect our beliefs as of the date of filing this release. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.




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SOURCE Rockwell Automation