Emerson to Acquire Remaining Outstanding Shares of AspenTech

Transaction Overview - Emerson will acquire all outstanding shares of AspenTech not already owned by Emerson for $265 per share in an all-cash tender offer, valuing the minority stake at$7.2 billion and the total company at a fully diluted market capitalization of $17.0 billion with an enterprise value of$16.8 billion [1] - Emerson currently owns approximately 57% of AspenTech's outstanding shares following its 55% majority investment in 2022 [1] - Upon closing, AspenTech will become a wholly owned subsidiary of Emerson [1] Transaction Approvals and Process - The transaction was unanimously recommended by a special committee of AspenTech's Board of Directors and approved by both AspenTech and Emerson's Boards of Directors [2] - The tender offer is subject to a non-waivable condition that at least a majority of AspenTech common stock held by minority stockholders be tendered and not withdrawn [4] - The transaction is expected to close in the first half of 2025, subject to customary closing conditions, and will be financed through cash on hand and debt financing [5] - AspenTech's common stock will cease to trade on NASDAQ once the transaction closes [5] Strategic Rationale and Leadership Commentary - The acquisition marks a key milestone in Emerson's portfolio transformation, aiming to advance its vision for software-defined control [3] - Emerson's CEO emphasized the opportunity to fully integrate AspenTech and offer shareholders compelling value [3] - AspenTech's leadership highlighted the transaction as the best path forward for the company and its shareholders, citing Emerson's strong partnership and the potential to further differentiate offerings [3] Advisors and Legal Counsel - Goldman Sachs & Co LLC and Centerview Partners LLC are serving as financial advisors to Emerson, with Davis Polk & Wardwell LLP as legal advisor [6] - Qatalyst Partners and Citi are serving as independent financial advisors to the AspenTech Special Committee, with Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel [7] Company Profiles - Emerson is a global technology and software company providing innovative solutions for essential industries, with a focus on automation and sustainability [8][9] - AspenTech is a global software leader helping industries optimize asset design, operation, and maintenance to meet resource demands in a profitable and sustainable manner [10]