Aspen Technology Announces Receipt of Unsolicited Acquisition Proposal from Emerson

Rhea-AI Summary

Aspen Technology (NASDAQ:AZPN) has received an unsolicited, non-binding acquisition proposal from Emerson Electric Co. (NYSE:EMR) to purchase all remaining outstanding shares not already owned by Emerson for $240.00 per share in cash. Emerson currently owns 57.4% of AspenTech's outstanding common shares. The proposal was submitted on November 5, 2024. AspenTech's Board of Directors will review the proposal following appropriate governance processes, and shareholders are advised to take no action at this time.

Positive

• Proposed acquisition price of $240.00 per share in cash offers immediate liquidity for shareholders
• Proposal comes from Emerson, which already holds majority ownership, suggesting strategic alignment

Negative

• Unsolicited nature of the proposal may indicate lack of initial agreement on terms
• Non-binding proposal provides no guarantee of deal completion

Insights

Financial Analyst

The $240 per share acquisition offer from Emerson represents a significant development for AspenTech investors. Given Emerson's existing 57.4% ownership stake, this move to acquire the remaining shares signals their confidence in AspenTech's industrial software portfolio and future growth potential. The cash consideration implies a premium to recent trading prices and values the non-Emerson owned portion at approximately $6.5 billion.

This proposal continues the evolution of a relationship that began with Emerson's $11 billion deal in 2022 to combine its industrial software businesses with AspenTech. The timing suggests Emerson sees strategic value in full ownership and integration of AspenTech's capabilities. Minority shareholders should closely monitor the board's review process, as there may be potential for price negotiations given AspenTech's strong market position in industrial optimization software.

Legal Expert

The board's fiduciary duty requires a thorough evaluation of this unsolicited proposal, with particular attention to minority shareholder interests given Emerson's controlling position. Key considerations will include the fairness of the offering price, potential conflicts of interest and whether alternative strategic options should be explored.

Shareholders should expect the formation of a special committee of independent directors to review the proposal. The "take no action" advisory is standard practice, allowing for proper due diligence and potentially improved terms. The non-binding nature of the proposal leaves room for negotiations and the board may seek independent fairness opinions to ensure the offer adequately values AspenTech's business and future prospects.

Shareholders Advised to Take No Action Pending Review

BEDFORD, Mass.--(BUSINESS WIRE)-- Aspen Technology, Inc. (NASDAQ:AZPN) (“AspenTech” or “the Company”), a global leader in industrial software, today announced that its Board of Directors received an unsolicited, non-binding proposal letter, dated November 5, 2024, from Emerson Electric Co. (NYSE:EMR) (“Emerson”), to acquire all of the outstanding shares of common stock of the Company not already owned by Emerson for cash consideration of $240.00 per share.

Emerson and its affiliates currently own 57.4% of the Company’s outstanding common shares, based on their most recent Schedule 13D filing dated November 5, 2024.

The Board of Directors of AspenTech will follow an appropriate governance process and carefully review the proposal. No action is required by AspenTech shareholders at this time.

About Aspen Technology
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 our 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.

Additional Information and Where to Find it
No tender offer for the shares of the Company has commenced at this time. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company, nor is it a substitute for any tender offer materials that the Company or Emerson may file with the U.S. Securities and Exchange Commission (the “SEC”). Subject to further developments, a solicitation and an offer to buy shares of the Company will be made only pursuant to an offer to purchase and related materials that Emerson may file with the SEC. If Emerson commences a tender offer for the outstanding shares of common stock of the Company that Emerson does not already own, Emerson will file a Tender Offer Statement on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT AND ANY OTHER RELEVANT TENDER OFFER MATERIALS, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO ANY TENDER OFFER. The Solicitation/Recommendation Statement (if and when it becomes available), as well as any other documents filed by the Company in connection with any tender offer by Emerson, will be made available for free at the SEC’s website at www.sec.gov. In addition, free copies of these materials (if and when they become available) will be made available by the Company by mail to Aspen Technology, Inc., 20 Crosby Dr., Bedford, MA 01730, Attn: Investor Relations, by email at IR@aspentech.com or on the Company’s internet website at https://ir.aspentech.com.

Forward-Looking Statements
This communication contains forward-looking statements related to the Company, Emerson and the proposed acquisition by Emerson of the outstanding shares of common stock of the Company that Emerson does not already own (the “Transaction”), which involves substantial risks and uncertainties. Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “goal,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions.

Forward-looking statements are subject to certain risks, uncertainties, or other factors that are difficult to predict and could cause actual events or results to differ materially from those indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among other things: uncertainties as to the timing of the proposed tender offer; the risk that the Company may not agree to a transaction with Emerson; the possibility that competing offers will be made; the effects of the proposed Transaction on relationships with employees, customers, other business partners or governmental entities; and other risks listed under the heading “Risk Factors” in the Company’s periodic reports filed with the SEC, including Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, as well as the Schedule 14D-9 that may be filed by the Company and the Schedule TO and related tender offer documents that may be filed by Emerson. You should not place undue reliance on these statements. All forward-looking statements are based on information currently available to the Company, and the Company disclaims any obligation to update the information contained in this communication as new information becomes available.

© 2024 Aspen Technology, Inc. AspenTech and the Aspen leaf logo are trademarks of Aspen Technology, Inc. All rights reserved.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241105418149/en/

Investor Contact

William Dyke

Aspen Technology

+1 781-221-5571

IR@aspentech.com

Source: Aspen Technology, Inc.

FAQ

What is the offer price per share in Emerson's proposal to acquire AZPN?

Emerson has offered $240.00 per share in cash for the remaining outstanding shares of Aspen Technology not already owned by Emerson.

What percentage of AZPN shares does Emerson currently own?

Emerson and its affiliates currently own 57.4% of Aspen Technology's outstanding common shares.

When did Emerson submit its acquisition proposal for AZPN?

Emerson submitted its unsolicited, non-binding proposal letter on November 5, 2024.

What action should AZPN shareholders take regarding Emerson's proposal?

AspenTech shareholders are advised to take no action at this time while the Board of Directors reviews the proposal.