Emerson (NYSE: EMR) has announced its plan to acquire the remaining outstanding shares of Aspen Technology, Inc. (NASDAQ: AZPN) for $265.00 per share in an all-cash tender offer. This transaction values the minority stake being acquired at $7.2 billion and places the total company at a fully diluted market capitalization of $17.0 billion with an enterprise value of $16.8 billion. Emerson currently owns approximately 57% of AspenTech's outstanding shares of common stock following its 55% majority investment completed in 2022.
The transaction, which is expected to close in the first half of calendar year 2025, is 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 the NASDAQ.
Emerson's President and Chief Executive Officer, Lal Karsanbhai, expressed excitement about fully integrating AspenTech into Emerson to advance their vision for software-defined control. AspenTech's President and Chief Executive Officer, Antonio Pietri, also shared his enthusiasm for the agreement, emphasizing the dedication of AspenTech’s employees and the potential for further differentiation of their offerings to serve customers’ evolving industrial software needs.
Regarding financial advisors, Goldman Sachs & Co. LLC and Centerview Partners LLC are serving as financial advisors to Emerson, while Davis Polk & Wardwell LLP is serving as legal advisor. Qatalyst Partners and Citi are serving as independent financial advisors to the AspenTech special committee, with Skadden, Arps, Slate, Meagher & Flom LLP providing legal counsel.
This acquisition marks a significant milestone in Emerson’s portfolio transformation and strategic vision for the future, as they aim to leverage AspenTech's capabilities to better serve essential industries. As a result of these announcements, the company's shares have moved -1.5% on the market, and are now trading at a price of $128.62. Check out the company's full 8-K submission here.