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Press release from Business Wire

Emerson Recommends Rejection of Mini-Tender Offer by TRC Capital Corporation

Friday, May 13, 2011

Emerson Recommends Rejection of Mini-Tender Offer by TRC Capital Corporation19:03 EDT Friday, May 13, 2011 ST. LOUIS (Business Wire) -- Emerson (NYSE:EMR) said today it has received notification of an unsolicited “mini-tender” offer by TRC Capital Corporation of Toronto to purchase 2,000,000 shares, or less than 0.27 percent, of the outstanding common stock of Emerson at $52.00. TRC's price is approximately 4.13 percent below Emerson's NYSE closing price on May 12, 2011, the day prior to the offer. Emerson is not associated with this offer and does not endorse the offer. Emerson recommends against shareowners tendering their shares in response to TRC Capital's unsolicited mini-tender offer because it is a mini-tender at a price below the current market price for Emerson shares and is subject to numerous conditions, which include the ability of TRC to finance the offer. Emerson understands that TRC has made numerous unsolicited mini-tender offers in the past for stock of other companies at a discount to the market price. Mini-tender offers, such as this one by TRC, are offers to acquire less than 5 percent of a company's outstanding shares and therefore avoid many of the investor protections of the Federal Securities laws and rules of the Securities Exchange Commission (SEC). The SEC has issued “Investor Tips” on mini-tender offers such as this, which note that often in making the offers at below-market prices, “bidders are hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC's advisory is available at Emerson shareowners who have already tendered are advised that, as described in the TRC Capital's Offer to Purchase document, they may withdraw their shares prior to the expiration of the offer which is currently scheduled at 12:01 AM New York City time on June 14, 2011. About Emerson Emerson, based in St. Louis, Missouri (USA), is a global leader in bringing technology and engineering together to provide innovative solutions for customers in industrial, commercial, and consumer markets through its network power, process management, industrial automation, climate technologies, and tools and storage businesses. Sales in fiscal 2010 were $21 billion. For more information, visit For EmersonMark Polzin, 314-982-1758