Emerson Launches Voluntary Offer to Acquire Roxar

Emerson announced that its wholly owned subsidiary Aegir Norge Holding AS has reached an agreement with Roxar ASA to launch a voluntary offer for 100 percent of Roxar's shares. Emerson will offer NOK 5.20 (approximately $ 0.735) per share in cash, which represents approximately NOK 1,266 million (approximately $179 million), for the total share capital of Roxar. Upon successful completion of the acquisition, Emerson expects to redeem approximately NOK 1.5 billion (approximately $212 million) of Roxar debt.

Roxar's board has unanimously resolved to recommend the offer. Shareholders representing approximately 41% percent of Roxar's outstanding shares, including the members of the board and the management who hold shares in the company, have agreed to accept the offer. The acquisition will be financed by Emerson through existing cash balances and is not subject to any financing condition. The voluntary offer is expected to close in April 2009, assuming satisfaction of all conditions.

Roxar is a leading global supplier of measurement technologies and software solutions for upstream oil and gas and other process industries. The company, which is based in Stavanger, Norway, had revenues of NOK 1,365 million (approximately $193 million) in 2008 (unaudited Q4 financials). Upon successful completion of the acquisition, Roxar will become part of Emerson Process Management.

"With its solid positions and respected name in offshore metering and monitoring equipment and well optimization software, Roxar is a strong complement to Emerson," said Steven Sonnenberg, executive vice president and business leader of Emerson Process Management. "Like Emerson, Roxar is respected for its technology innovation and leadership. Our oil and gas customers will benefit from the more complete product and service offering that will result from this strategic combination."

Roxar Chairman Mr. Hans Olav Torsen, said, "The Roxar Board has looked at all strategic alternatives for the company and taken considerable time for this process. The Board considers Emerson as an attractive partner to Roxar, with a similar technology and customer focused business culture and complementing market segments."