1
Exhibit 99.1
Contact: Xxxxxxx Xxxxxxx
000-000-0000
FOR IMMEDIATE RELEASE
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COMPUTATIONAL SYSTEMS, INC. ANNOUNCES
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MERGER AGREEMENT WITH XXXXXXX ELECTRIC CO.
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KNOXVILLE, Tenn., October 17, 1997 -- Computational Systems, Inc., a
leading developer and producer of predictive maintenance hardware and software,
announced today that it has signed an agreement and plan of merger with Xxxxxxx
Electric Co., and upon completion of the merger will become a wholly owned
subsidiary of Emerson.
The agreement, which is subject to certain conditions, including regulatory
and CSI's stockholders' approval, calls for Emerson to pay $29.65 a share for
each share of CSI's outstanding common stock, of which $5.93 per share is
payable in cash, and the remaining $23.72 per share is payable in Emerson common
stock in a tax free exchange. The Emerson common stock will be valued based on
the average of its closing prices over the ten trading days ending one day prior
to the merger. In addition, Xxxxxx X. Xxxxxx, Chairman and Chief Executive
Officer of CSI, who owns approximately 22% of CSI's outstanding stock, has
granted an option to Emerson relating to his CSI shares.
"The technologies in our business continue to evolve," said Xxx Xxxxxx,
chairman of the board and chief executive officer. "We are determined to remain
a leader and, with Xxxxxxx'x global reach and resources, CSI can continue to
grow and increase its presence worldwide."
"Continued product development is essential to CSI's future," added Xxx
Xxxxx, vice chairman and chief technology officer. "This partnership with
Emerson, which has a longstanding commitment to engineering and development,
will help keep CSI on the leading edge of condition monitoring."
Based in St. Louis, Xxxxxxx Electric manufactures a broad range of
electronic, electrical and related products for commercial, industrial and
consumer markets worldwide. Sales for fiscal 1996 totaled $11.1 billion.
Computational Systems, founded in 1984 and based in Knoxville, Tennessee,
is the world's leading designer, producer and marketer of condition-monitoring
products and services for large, continuous process manufacturers and utilities.
These products reduce or eliminate equipment downtime. Company revenues in 1996
were approximately $50 million.
