| COMPANY |
National Instruments Corporation |
| COURT |
United States District Court for the Southern District of New York |
| CASE NUMBER |
23-cv-10488 |
| JUDGE |
The Hon. Denise Cote |
| CLASS PERIOD |
May 25, 2022 through January 17, 2023 |
| SECURITY TYPE |
Common Stock |
National Instruments investors may receive additional information about the case by clicking the link "Submit Your Information" above. If you are a member of the class described below, you may no later than January 29, 2024 move the Court to serve as lead plaintiff of the class, if you so choose.
A class action lawsuit has been filed on behalf of those who purchased or acquired National Instruments Corporation (“National Instruments”) (NASDAQ: NATI) common stock between May 25, 2022 and January 17, 2023, both dates inclusive (the “Class Period”).
Case Background:
National Instruments, a Delaware corporation with its principal executive offices in Austin, Texas, is a producer of automated test equipment and virtual instrumentation software.
Prior to the Class Period, National Instruments adopted a program to repurchase shares of its common stock in 2010, and National Instruments adopted an additional repurchase plan, authorizing the repurchase of up to three million shares, in January 2022. On or about, May 25, 2022, with National Instrument’s common stock trading at $34.56 per share, Emerson Electric Co. (“Emerson”) formally proposed to National Instruments to acquire all outstanding National Instruments common stock for $48 per share (the “Proposal”). National Instruments rejected the Proposal on June 16, 2022 after “carefully review[ing]” the offer.
Then on November 3, 2022, Emerson offered an improved proposal (the “Improved Proposal”) to National Instruments, under which Emerson would purchase 100% of the outstanding National Instruments common stock for $53 per share (an increase of $5 per share), resulting in an equity value of $7.1 billion.
On January 17, 2023, Emerson announced the Improved Proposal wherein the company had made an all-cash offer to purchase all National Instruments shares for $53 per share. Emerson’s announcement of the Improved Proposal to investors indicated that National Instruments had concealed or failed to disclose both of Emerson’s offers (the Proposal and Improved Proposal) to the investing public. On this news, the price of National Instruments common stock increased to $54.69 per share on January 17, 2023.
On May 16, 2023, Emerson announced that it “entered into a definitive agreement under which Emerson will acquire [National Instruments] for $60 per share in cash at an equity value of $8.2 billion.” Emerson completed its acquisition of National Instruments on October 11, 2023.
The complaint alleges that, throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the company’s business, operations, and prospects. Specifically, Defendants misrepresented and/or failed to disclose that: (1) National Instruments received a formal acquisition offer from Emerson at prices significantly above the then-current market prices; (2) National Instruments continued with its stock repurchase plan, at prices lower than the Emerson offer, without disclosing the Emerson offer to its shareholders; and (3) as a result, Defendants’ statements about the company’s business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times.
A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class. Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. Filling out the online form above or communicating with any counsel is not necessary to participate or share in any recovery achieved in this case. Any member of the purported class may move the court to serve as a lead plaintiff through counsel of his/her choice, or may choose to do nothing and remain an inactive class member.
If you wish to discuss this action or have any questions concerning this notice or your rights or interests with respect to these matters, please contact Kessler Topaz Meltzer & Check, LLP: Jonathan Naji, Esq. (484) 270-1453 or via e-mail at info@ktmc.com. If you would like additional information about the suit, please click on the link "Submit Your Information" above and fill out the form as promptly as possible.