Emerson issues statement regarding tender offer for Aspen Technology

Emerson (EMR) acknowledged the public statement released by Elliott Investment Management on February 7, regarding the tender offer under which Emerson will acquire all outstanding shares of common stock of Aspen Technology (AZPN) not already owned by Emerson for $265 per share as per the definitive agreement with AspenTech announced on January 27. Emerson issued a statement that included: “The tender offer provides AspenTech minority stockholders the opportunity to tender their shares at a compelling and certain value of $265 per share in cash. The $265 per share price is Emerson’s best and final price which was actively negotiated over a period of almost three months between Emerson and the AspenTech Special Committee. The Special Committee took advice from its independent financial and legal advisors and unanimously recommends the transaction and deems it superior to AspenTech’s standalone prospects. Emerson believes that the AspenTech Special Committee, comprised of three AspenTech independent directors, has significantly greater knowledge of AspenTech and its outlook than a short-term stockholder who has acquired stock in AspenTech for the purpose of merger arbitrage. AspenTech has filed with the SEC a Schedule 14D-9 solicitation and recommendation statement explaining the comprehensive rationale for the recommendation of the Special Committee and the board of directors of AspenTech that stockholders tender into Emerson’s tender offer. The terms and conditions of the tender offer are fully described in the “Offer to Purchase” and in the Letter of Transmittal that was distributed to AspenTech stockholders and filed with the Securities and SEC. The all-cash tender offer is set to expire on March 10 assuming the minimum required number of shares are tendered.” Goldman Sachs & Co. and Centerview Partners are serving as financial advisors to Emerson, and Davis Polk & Wardwell is serving as legal advisor. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to Emerson.