Emerson Issues Statement at Launch of AspenTech Tender Offer

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

Emerson acknowledged the public statement released by Elliott Investment Management L.P. on February 7, 2025 regarding the tender offer under which Emerson will acquire all outstanding shares of common stock of Aspen Technology, Inc. (“AspenTech”) not already owned by Emerson for $265 per share as per the definitive agreement with AspenTech announced on January 27, 2025.

Emerson issued the following statement: 

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.

Emerson is a disciplined acquiror and will only pursue transactions that are in the best interests of its shareholders and aligned with Emerson’s strategic and financial acquisition criteria. AspenTech stockholders should make their decision to tender understanding the economic terms of the transaction will not change and there is no assurance that Emerson will extend its tender offer should the terms or conditions of the definitive agreement not be met, including the condition that a majority of the minority shares outstanding be tendered in order for the transaction to be consummated. Should the tender offer expire without the majority of the minority condition being met, Emerson has no interest in a disposition or sale of its holdings and will maintain its majority ownership stake in and governance rights related to AspenTech, which will remain a publicly-traded controlled company.  

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 Exchange Commission. The all-cash tender offer is set to expire on March 10, 2025, assuming the minimum required number of shares are tendered.

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. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to Emerson.

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.

Contact:

Joseph Sala / Greg Klassen – Joele Frank, Wilkinson Brimmer Katcher – (212) 355-4449

Source: Emerson Electric Co.