Emerson Makes Final Offer to Acquire AspenTech for $265 Per Share
Compelling and certain value of $265 per share in cash, unanimously recommended by the independent AspenTech Special Committee, represents Emerson’s best and final price
ST. LOUIS, Feb. 10, 2025 /PRNewswire/ — Emerson, a global technology and software company, has acknowledged the public statement made by Elliott Investment Management L.P. on February 7, 2025, regarding the tender offer. Emerson plans to acquire all outstanding shares of common stock of Aspen Technology, Inc. (AspenTech) not held by Emerson for $265 per share in cash.
The Tender Offer Details
The tender offer was announced on January 27, 2025, and is set to expire on March 10, 2025, assuming the minimum required number of shares are tendered. Emerson believes the $265 price per share represents its best and final offer, reached through negotiations over nearly three months.
Independent Recommendation
The AspenTech Special Committee, composed of three independent directors, has unanimously recommended this transaction. They obtained advice from independent financial and legal advisors and concluded that the proposed deal is superior to AspenTech’s prospects as an independent company.
Emerson emphasizes that the Special Committee, with its extensive knowledge of AspenTech and its outlook, has more insight than short-term stockholders aiming for merger arbitrage. The comprehensive rationale behind the recommendation is outlined in the Schedule 14D-9 solicitation and recommendation statement filed by AspenTech with the Securities and Exchange Commission.
The Offer Terms and Conditions
The terms and conditions of the tender offer are detailed in the “Offer to Purchase” and the Letter of Transmittal distributed to AspenTech shareholders and filed with the SEC. The all-cash offer provides shareholders the opportunity to tender their shares at a significant premium.
Financial and Legal Advisors
Goldman Sachs & Co. LLC and Centerview Partners LLC are serving as financial advisors to Emerson. Additionally, Davis Polk & Wardwell LLP is providing legal guidance. Strategic communications for Emerson are supported by Joele Frank, Wilkinson Brimmer Katcher.
About Emerson
Emerson is a global leader in technology and software solutions for essential industries. They help manufacturers in hybrid, process, and discrete sectors optimize operations, ensure personnel safety, reduce emissions, and meet sustainability goals. Emerson’s majority stake in AspenTech underscores their commitment to innovation and growth. For more information, readers can visit Emerson.com.
FORWARD-LOOKING STATEMENTS
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Contacts
Investors
Colleen Mettler
314-553-2197
Media
Joseph Sala / Greg Klassen / Connor Murphy
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Conclusion
Emerson’s offer presents AspenTech shareholders with a compelling opportunity to receive significant value for their shares. The independent recommendation from the AspenTech Special Committee adds to the credibility of the transaction. This deal represents a major step in Emerson’s strategy to consolidate its position in crucial industries.
Your Turn
What are your thoughts on this deal? Does the offer price seem fair based on the standalone prospects of AspenTech? Share your comments below, and consider subscribing to our newsletter to stay updated on the latest business and industry news.
