Davis Polk & Wardwell LLP is advising Emerson on its acquisition of Avocent Corporation. Under the terms of the merger agreement, Emerson will acquire Avocent for $25 per share in cash, or approximately $1.2 billion. The transaction has been unanimously endorsed by Avocent’s board of directors. The transaction is subject to customary regulatory approvals and acceptance of the tender offer by Avocent stockholders holding a majority of Avocent shares. It is expected to close around January 1, 2010.

Headquartered in Huntsville, Alabama, Avocent delivers IT operations management solutions that reduce operating costs, simplify management and increase the availability of critical IT environments 24/7 via integrated, centralized software. Emerson, based in St. Louis, Missouri, is a global leader in bringing technology and engineering together to provide innovative solutions to customers through its network power, process management, industrial automation, climate technologies and appliance and tools businesses.

The Davis Polk corporate team includes partners Phillip R. Mills and Marc O. Williams, associates James E. Elworth, Jennifer Freiman and R. Andrew Dickson III (not yet admitted) and foreign temporary associate Rose Ramsden (not yet admitted). Counsel John T. Wright and associate Sarah Ashfaq are providing benefits advice. The tax team includes partner Po Sit and associate Catherine Paskoff Chang. Partner Gail A. Flesher and associate Elisabeth Mountainspring are providing environmental advice. Partner Ronan P. Harty and counsel Stephen M. Pepper are providing antitrust advice. Associates Karla Booth, Jeffrey Meriggi and Robert R. Rasamny are providing real property advice. All members of the Davis Polk team are based in the New York office.