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
ST.
LOUIS, Feb. 10, 2025 /PRNewswire/ -- Emerson
(NYSE: EMR) today 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. (NASDAQ: AZPN) ("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.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements related
to Emerson, AspenTech and the proposed acquisition by Emerson of
the outstanding shares of common stock of AspenTech that Emerson
does not already own that are subject to risks, uncertainties and
other factors. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements, including all statements regarding the intent, belief
or current expectation of the companies and members of their senior
management team. Forward-looking statements include, without
limitation, statements regarding the business combination and
related matters, prospective performance and opportunities,
post-closing operations and the outlook for the companies'
businesses, including, without limitation, future financial
results, synergies, growth potential, market profile, business
plans and expanded portfolio; the competitive ability and position
of the combined company; filings and approvals relating to the
proposed transaction; the ability to complete the proposed
transaction and the timing thereof; difficulties or unanticipated
expenses in connection with integrating the companies; and any
assumptions underlying any of the foregoing. Investors are
cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties and are cautioned not to place undue reliance on
these forward-looking statements. Actual results may differ
materially from those currently anticipated due to a number of
risks and uncertainties. Risks and uncertainties that could cause
the actual results to differ from expectations contemplated by
forward-looking statements include: (1) the risk that the
non-waivable condition that at least a majority of the AspenTech
common stock held by minority stockholders be tendered is not met;
(2) the risk that a transaction with AspenTech may not otherwise be
consummated; (3) uncertainties as to the timing of the tender offer
and merger; (4) the possibility that competing offers will be made;
(5) the possibility that various closing conditions to the proposed
transaction may not be satisfied or waived, on a timely basis or
otherwise, including that a governmental entity may prohibit, delay
or refuse to grant approval for the consummation of the proposed
transaction or may require conditions, limitations or restrictions
in connection with such approvals; (6) unexpected costs, charges or
expenses resulting from the proposed transaction; (7) uncertainty
of the expected financial performance of AspenTech following
completion of the proposed transaction; (8) failure to realize the
anticipated benefits of the proposed transaction, including as a
result of delay in completing the proposed transaction; (9)
inability to retain and hire key personnel; (10) the occurrence of
any event that could give rise to termination of the proposed
transaction; (11) potential litigation in connection with the
proposed transaction or other settlements or investigations that
may affect the timing or occurrence of the contemplated transaction
or result in significant costs of defense, indemnification and
liability; (12) evolving legal, regulatory and tax regimes; (13)
changes in economic, financial, political and regulatory
conditions, in the United States
and elsewhere, and other factors that contribute to uncertainty and
volatility, natural and man-made disasters, civil unrest,
pandemics, geopolitical uncertainty, and conditions that may result
from legislative, regulatory, trade and policy changes associated
with the current or subsequent U.S. administration; (14) the
ability of Emerson and AspenTech to successfully recover from a
disaster or other business continuity problem due to a hurricane,
flood, earthquake, terrorist attack, war, pandemic, security
breach, cyber-attack, power loss, telecommunications failure or
other natural or man-made event, including the ability to function
remotely during long-term disruptions; (15) the impact of public
health crises, such as pandemics and epidemics and any related
company or governmental policies and actions to protect the health
and safety of individuals or governmental policies or actions to
maintain the functioning of national or global economies and
markets, including any quarantine, "shelter in place," "stay at
home," workforce reduction, social distancing, shut down or similar
actions and policies; (16) actions by third parties, including
government agencies; (17) potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the transaction; (18) the risk that disruptions from
the proposed transaction will harm Emerson's and AspenTech's
business, including current plans and operations; (19) certain
restrictions during the pendency of the acquisition that may impact
AspenTech's ability to pursue certain business opportunities or
strategic transactions; (20) Emerson's ability to meet expectations
regarding the accounting and tax treatments of the proposed
transaction; and (21) other risk factors as detailed from time to
time in the companies' periodic reports filed with the U.S.
Securities and Exchange Commission (the "SEC"), including current
reports on Form 8-K, quarterly reports on Form 10-Q and annual
reports on Form 10-K. All forward-looking statements are based on
information currently available to Emerson and AspenTech, and
Emerson and AspenTech assume no obligation and disclaim any intent
to update any such forward-looking statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of AspenTech, nor is it a substitute for any tender offer
materials that Emerson, Emersub CXV, Inc. ("Purchaser") or
AspenTech have filed with the SEC. Emerson and Purchaser have filed
a Tender Offer Statement on Schedule TO with the SEC containing an
offer to purchase all of the outstanding shares of common stock of
AspenTech not already owned by Emerson for $265 per share and a Schedule 13E-3, and
AspenTech has filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer and a
Schedule 13E-3. The tender offer is being made solely by means of
the Offer to Purchase, and the exhibits filed with respect thereto
(including the Letter of Transmittal), which contain the full terms
and conditions of the tender offer. ASPENTECH STOCKHOLDERS AND
OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS
(INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL
AND OTHER TENDER OFFER DOCUMENTS), THE SCHEDULE 13E-3 AND THE
SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to
Purchase, the related Letter of Transmittal and other tender offer
documents, the Schedule 13E-3, as well as the
Solicitation/Recommendation Statement, have been sent to all
stockholders of AspenTech at no expense to them. The Tender Offer
Statement and the Solicitation/Recommendation Statement are
available for free at the SEC's website at www.sec.gov. Additional
copies may be obtained for free by contacting Emerson or AspenTech.
Free copies of these materials and certain other offering documents
are available for request by mail to Emerson Electric Co., 8027
Forsyth Boulevard, St. Louis,
Missouri 63105 attention: Colleen
Mettler, by phone at (314) 553-2197, or by directing
requests for such materials to the information agent for the offer,
Innisfree M&A Incorporated. Copies of the documents filed with
the SEC by AspenTech are available free of charge under the
"Investor Relations" section of AspenTech's internet website at
http://ir.aspentech.com/.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, the Schedule
13E-3 as well as the Solicitation/Recommendation Statement, Emerson
and AspenTech file annual, quarterly and current reports, proxy
statements and other information with the SEC. Emerson's and
AspenTech's filings with the SEC are also available for free to the
public from commercial document-retrieval services and at the
website maintained by the SEC at www.sec.gov.
Contacts
Investors
Colleen Mettler
314-553-2197
Media
Joseph Sala / Greg Klassen / Connor
Murphy
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
View original content to download
multimedia:https://www.prnewswire.com/news-releases/emerson-issues-statement-at-launch-of-aspentech-tender-offer-302372293.html
SOURCE Emerson
