INDUSTRIAL TECHNOLOGY TRANSACTION ANNOUNCEMENT

Lazard Advises Open Systems International, Inc. on its Proposed Sale to Emerson Electric Co.

Transaction Description August 27, 2020--Emerson (NYSE: EMR) announced it has agreed to acquire Open Systems International, Inc. (OSI Inc.) for $1.6 billion in an all cash transaction. OSI Inc. is a leading operations technology software provider that broadens and complements Emerson’s robust software portfolio and ability to help customers in the global power industry, as well as other end markets, in their quest to transform and digitize operations to more seamlessly incorporate renewable energy sources and improve energy efficiency and reliability. “An enormous change is underway as utilities globally are investing to digitize the grid and adapt to rapidly evolving energy sources and new technologies that increase consumer choices,” said Lal Karsanbhai, executive president of Emerson’s Automation Solutions business. “This acquisition will help the power industry maximize the remarkable opportunity to harness renewable energy sources and to accelerate the transformation to the smart power grid. Emerson now has the opportunity to be a leader in this large, rapidly growing market with a compelling and complete software and technology offering.” The acquisition will complement Emerson’s existing robust portfolio of software and automation technologies that support the world’s essential industries. “Emerson and OSI share a commitment to excellent customer service and offering advanced technologies to help customers manage the reliability and resiliency of the electric grid,” said Bahman Hoveida, President & CEO of OSI Inc. “We are excited to combine our advanced technologies, engineering expertise and unsurpassed customer service not only to better serve our electric power customers but also to expand the reach of this critical software into other industries with the Emerson team.” OSI Inc. is headquartered in Minneapolis, MN and has approximately 1,000 employees globally. The acquisition is expected to close in October 2020, subject to various regulatory approvals and other customary closing conditions. Centerview Partners LLC served as financial advisor and Davis Polk & Wardwell LLP served as legal advisor to Emerson. Wells Fargo & Co. and Lazard served as financial advisors and Fredrikson & Byron, PA served as legal advisor to OSI Inc.

About Open Systems International, Inc. Open Systems International, Inc. aka OSI Inc. (www.osii.com)—an American technology company headquartered in Minneapolis, Minnesota—provides open, state-of-the-art and high-performance enterprise automation solutions to utilities worldwide. These solutions include Supervisory Control and Data Acquisition (SCADA) systems, Energy Management Systems (EMS), Distribution Management Systems (DMS), Outage Management Systems (OMS), Generation Management Systems (GMS), Substation Automation (SA) Systems, Data Warehousing (Historian) Analytics, Distributed Energy Resource Management Systems (DERMS), Situational Awareness Systems, Pipeline Application Systems (PAS), individual software and hardware products, and Smart Grid solutions for utility operations. OSI's solutions empower its users to meet their operational challenges, day in and day out, with unsurpassed reliability and a minimal cost of technology ownership and maintenance.

About Emerson Electric Co. Emerson (NYSE: EMR), headquartered in St. Louis, Missouri (USA), is a global technology and engineering company providing innovative solutions for customers in industrial, commercial and residential markets. The Automation Solutions business helps process, hybrid and discrete manufacturers maximize production, protect personnel and the environment while optimizing their energy and operating costs. The Commercial & Residential Solutions business helps ensure human comfort and health, protect food quality and safety, advance energy efficiency and create sustainable infrastructure. For more information, including important considerations regarding "forward-looking statements," visit www.emerson.com.

For More Information About This Transaction, Contact:

Ben Monson Managing Director Lazard Middle Market +1 434 825 5073 bennett.monson@lazard.com

About Lazard Lazard, one of the world's preeminent financial advisory and asset management firms, operates from 40 cities across 25 countries in North America, Europe, Asia, Australia, Central and South America. With origins dating to 1848, the firm provides advice on mergers and acquisitions, strategic matters, restructuring and capital structure, capital raising and corporate finance, as well as asset management services to corporations, partnerships, institutions, governments and individuals. For more information, please visit lazard.com. Follow Lazard on Twitter @Lazard. Lazard's middle market advisory practice provides financial and strategic advice on mergers and acquisitions, debt and equity recapitalizations, and financial restructurings to mid-sized companies through Lazard Middle Market LLC, a subsidiary of Lazard. Our senior professionals bring deep sector expertise and relationships with CEOs and board members, while leveraging the global resources of Lazard. For more information, please visit lazardmm.com.

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