ST.
LOUIS and BEDFORD,
Mass., Jan. 27, 2025 /PRNewswire/ -- Emerson
(NYSE: EMR) and Aspen Technology, Inc. (NASDAQ: AZPN)
("AspenTech") today announced that they have reached an agreement
under which Emerson will acquire all outstanding shares of common
stock of AspenTech not already owned by Emerson for
$265.00 per share pursuant to an
all-cash tender offer. The transaction values the minority stake
being acquired at $7.2 billion, and
values the total company at a fully diluted market capitalization
of $17.0 billion with an enterprise
value of $16.8 billion. Emerson
currently owns approximately 57% of AspenTech's outstanding shares
of common stock following Emerson's 55% majority investment
completed in 2022. Upon the closing of the transaction, AspenTech
will become a wholly owned subsidiary of Emerson.
The transaction was unanimously recommended for approval by a
special committee of the AspenTech Board of Directors composed of
three independent and disinterested directors (the "Special
Committee"), which, as announced by AspenTech on November 20, 2024, was formed to consider the
non-binding proposal made by Emerson on November 5, 2024. Following the recommendation of
the Special Committee, the AspenTech Board of Directors approved
the transaction. The transaction has also been unanimously approved
by the Emerson Board of Directors.
"This transaction marks a key milestone in our portfolio
transformation, and we are excited to fully integrate AspenTech
into Emerson to advance our vision for software-defined control,"
said Emerson President and Chief
Executive Officer Lal Karsanbhai. "We look forward to offering
AspenTech shareholders the opportunity to tender their shares at
compelling and certain value while welcoming the AspenTech team
into Emerson."
"We are pleased to reach this compelling all-cash agreement with
Emerson, which is the culmination of the Special Committee's
thorough review of Emerson's proposal," said Chair of the AspenTech
Special Committee Robert Whelan, Jr.
"We are confident this transaction is the best path forward for
AspenTech and its shareholders."
"Emerson has been an outstanding partner to AspenTech, and in
this next chapter, we look forward to further differentiating our
offering as we innovate to serve customers' evolving industrial
software needs," said AspenTech President and Chief Executive
Officer Antonio Pietri. "This
agreement is a testament to the dedication of AspenTech's
employees, who have executed on our partnership and transformed the
business to position it for future success."
Transaction Terms & Approvals
Under the terms of the agreement, Emerson will make a tender
offer to acquire all shares of AspenTech common stock not already
owned by Emerson for $265.00 per
share in cash, which will be followed by a merger in which all of
the outstanding shares of AspenTech common stock not tendered will
be converted into the right to receive $265.00 per share of common stock, in cash. As
previously announced, the tender offer is subject to a non-waivable
condition that at least a majority of the AspenTech common stock
held by minority stockholders be tendered and not withdrawn.
The transaction is expected to close in the first half of
calendar year 2025, subject to the satisfaction of customary
closing conditions. Emerson expects to finance the transaction from
cash on hand and debt financing.
Once the transaction closes, AspenTech's common stock will cease
to trade on the NASDAQ.
Advisors
Goldman Sachs & Co. LLC and Centerview Partners LLC are
serving as financial advisors to Emerson, and Davis Polk & Wardwell LLP is serving as
legal advisor to Emerson. Joele Frank, Wilkinson Brimmer
Katcher is serving as strategic communications advisor to
Emerson.
Qatalyst Partners and Citi are serving as independent financial
advisors to the AspenTech Special Committee and Skadden, Arps,
Slate, Meagher & Flom LLP is serving as legal counsel to the
AspenTech Special Committee. FGS Global is serving as strategic
communications advisor to AspenTech.
About Emerson
Emerson (NYSE: EMR) is a global technology and software company
providing innovative solutions for the world's essential
industries. Through its leading automation portfolio, including its
majority stake in AspenTech, Emerson helps hybrid, process and
discrete manufacturers optimize operations, protect personnel,
reduce emissions and achieve their sustainability goals. For more
information, visit Emerson.com.
About AspenTech
Aspen Technology, Inc. (NASDAQ: AZPN) is a global software
leader helping industries at the forefront of the world's dual
challenge meet the increasing demand for resources from a rapidly
growing population in a profitable and sustainable manner.
AspenTech solutions address complex environments where it is
critical to optimize the asset design, operation and maintenance
lifecycle. Through its unique combination of deep domain expertise
and innovation, customers in asset-intensive industries can run
their assets safer, greener, longer and faster to improve their
operational excellence. To learn more, visit AspenTech.com.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements related
to Emerson, AspenTech and the proposed acquisition by Emerson of
the outstanding shares of common stock of AspenTech that Emerson
does not already own that are subject to risks, uncertainties and
other factors. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements, including all statements regarding the intent, belief
or current expectation of the companies and members of their senior
management team. Forward-looking statements include, without
limitation, statements regarding the business combination and
related matters, prospective performance and opportunities,
post-closing operations and the outlook for the companies'
businesses, including, without limitation, future financial
results, synergies, growth potential, market profile, business
plans and expanded portfolio; the competitive ability and position
of the combined company; filings and approvals relating to the
proposed transaction; the ability to complete the proposed
transaction and the timing thereof; difficulties or unanticipated
expenses in connection with integrating the companies; and any
assumptions underlying any of the foregoing. Investors are
cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties and are cautioned not to place undue reliance on
these forward-looking statements. Actual results may differ
materially from those currently anticipated due to a number of
risks and uncertainties. Risks and uncertainties that could cause
the actual results to differ from expectations contemplated by
forward-looking statements include: (1) the risk that the
non-waivable condition that at least a majority of the AspenTech
common stock held by minority stockholders be tendered is not met;
(2) the risk that a transaction with AspenTech may not otherwise be
consummated; (3) uncertainties as to the timing of the tender offer
and merger; (4) the possibility that competing offers will be made;
(5) the possibility that various closing conditions to the proposed
transaction may not be satisfied or waived, on a timely basis or
otherwise, including that a governmental entity may prohibit, delay
or refuse to grant approval for the consummation of the proposed
transaction or may require conditions, limitations or restrictions
in connection with such approvals; (6) unexpected costs, charges or
expenses resulting from the proposed transaction; (7) uncertainty
of the expected financial performance of AspenTech following
completion of the proposed transaction; (8) failure to realize the
anticipated benefits of the proposed transaction, including as a
result of delay in completing the proposed transaction; (9)
inability to retain and hire key personnel; (10) the occurrence of
any event that could give rise to termination of the proposed
transaction; (11) potential litigation in connection with the
proposed transaction or other settlements or investigations that
may affect the timing or occurrence of the contemplated transaction
or result in significant costs of defense, indemnification and
liability; (12) evolving legal, regulatory and tax regimes; (13)
changes in economic, financial, political and regulatory
conditions, in the United States
and elsewhere, and other factors that contribute to uncertainty and
volatility, natural and man-made disasters, civil unrest,
pandemics, geopolitical uncertainty, and conditions that may result
from legislative, regulatory, trade and policy changes associated
with the current or subsequent U.S. administration; (14) the
ability of Emerson and AspenTech to successfully recover from a
disaster or other business continuity problem due to a hurricane,
flood, earthquake, terrorist attack, war, pandemic, security
breach, cyber-attack, power loss, telecommunications failure or
other natural or man-made event, including the ability to function
remotely during long-term disruptions; (15) the impact of public
health crises, such as pandemics and epidemics and any related
company or governmental policies and actions to protect the health
and safety of individuals or governmental policies or actions to
maintain the functioning of national or global economies and
markets, including any quarantine, "shelter in place," "stay at
home," workforce reduction, social distancing, shut down or similar
actions and policies; (16) actions by third parties, including
government agencies; (17) potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the transaction; (18) the risk that disruptions from
the proposed transaction will harm Emerson's and AspenTech's
business, including current plans and operations; (19) certain
restrictions during the pendency of the acquisition that may impact
AspenTech's ability to pursue certain business opportunities or
strategic transactions; (20) Emerson's ability to meet expectations
regarding the accounting and tax treatments of the proposed
transaction; and (21) other risk factors as detailed from time to
time in the companies' periodic reports filed with the U.S.
Securities and Exchange Commission (the "SEC"), including current
reports on Form 8-K, quarterly reports on Form 10-Q and annual
reports on Form 10-K. All forward-looking statements are based on
information currently available to Emerson and AspenTech, and
Emerson and AspenTech assume no obligation and disclaim any intent
to update any such forward-looking statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The tender offer described in this document has not yet
commenced. This communication is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell shares of AspenTech, nor is it a substitute for any tender
offer materials that Emerson, Emersub CXV, Inc. ("Purchaser") or
AspenTech will file with the SEC. A solicitation and an offer to
buy shares of AspenTech will be made only pursuant to an offer to
purchase and related materials that Emerson and Purchaser intend to
file with the SEC. At the time the tender offer is commenced,
Emerson and Purchaser will file a Tender Offer Statement on
Schedule TO and a Schedule 13E-3 with the SEC, and AspenTech will
file a Solicitation/Recommendation Statement on Schedule 14D-9 and
a Schedule 13E-3 with the SEC with respect to the tender offer.
ASPENTECH'S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE
TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND OTHER TENDER OFFER DOCUMENTS), THE
SCHEDULE 13E-3 AND THE SOLICITATION/RECOMMENDATION STATEMENT
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE
READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
TENDER OFFER. The Offer to Purchase, the related Letter of
Transmittal and other tender offer documents, the Schedule 13E-3,
as well as the Solicitation/Recommendation Statement, will be sent
to all stockholders of AspenTech at no expense to them. The Tender
Offer Statement and the Solicitation/Recommendation Statement will
be made available for free at the SEC's website at www.sec.gov.
Additional copies may be obtained for free by contacting Emerson or
AspenTech. Free copies of these materials and certain other
offering documents will be made available for request by mail to
Emerson Electric Co., 8027 Forsyth Boulevard, St. Louis, Missouri 63105 attention:
Colleen Mettler, by phone at (314)
553-2197, or by directing requests for such materials to the
information agent for the offer, which will be named in the Tender
Offer Statement. Copies of the documents filed with the SEC by
AspenTech will be available free of charge under the "Investor
Relations" section of AspenTech's internet website at
http://ir.aspentech.com/.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, the Schedule
13E-3 as well as the Solicitation/Recommendation Statement, Emerson
and AspenTech file annual, quarterly and current reports, proxy
statements and other information with the SEC. Emerson's and
AspenTech's filings with the SEC are also available for free to the
public from commercial document-retrieval services and at the
website maintained by the SEC at www.sec.gov.
Contacts
For Emerson:
Investors
Colleen Mettler
314-553-2197
Media
Joseph Sala / Greg Klassen / Connor
Murphy
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
For AspenTech:
Media Contact
Aimee Rhone
AspenTech
781-221-5507
aimee.rhone@aspentech.com
Investor Contact
William Dyke
AspenTech
781-221-5571
ir@aspentech.com
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SOURCE Emerson
