Emerson to acquire remainder of Aspen Technology for $265 per share in cash

Emerson (EMR) and Aspen Technology (AZPN) 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 $7.2B, and values the total company at a fully diluted market capitalization of $17B with an enterprise value of $16.8B. 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, 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. 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condition that at least a majority of the AspenTech common stock held by minority stockholders be tendered and not withdrawn.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 Nasdaq.