January 31, 2025 | Technology | North America | Active
On 27-Jan-25, Emerson Electric (“Emerson”) agreed to acquire the remaining outstanding shares of Aspen Technology (“AspenTech”) that it does not already own through an all-cash tender offer at $265.00 per share. Emerson currently holds 57.4% of AspenTech, following its initial 55% stake acquisition in 2022. In that transaction, Emerson contributed its industrial software businesses – OSI and Geological Simulation Software – along with $6.0bn cash in exchange for a majority holding in AspenTech. The current tender offer seeks to acquire the remaining 42.6% float. Emerson plans to finance the deal with cash on hand and debt, and the tender offer is subject to the satisfaction of customary closing conditions. Both boards approve the transaction, and the offer has been unanimously recommended by an AspenTech special committee. Emerson initially proposed acquiring the minority stake for $240 per share on 5-Nov-24, and two weeks later, AspenTech’s board formed a special committee to evaluate the non-binding proposal. The bid represents an 11.5% premium to AspenTech’s undisturbed price prior to its initial bid in November 2024. The offer includes a non-waivable condition that requires at least 50% of AspenTech shares held by minorities (“unaffiliated shares”) to be tendered and not withdrawn. Per the merger agreement, AspenTech is bound by a non-solicitation clause, subject to a fiduciary-out exemption. There is also a burdensome condition that restricts divestitures of any business expected to “materially and adversely affect” Emerson and its subsidiaries; to this end, AspenTech and its subsidiaries will not be considered subsidiaries of Emerson. The tender offer will be open for a minimum 20 business days and is expected to commence within 15 business days from the merger agreement date (i.e., by 14-Feb-25). Closing the offer may be ...
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