Emerson to Acquire Remaining Outstanding Shares of AspenTech

Emerson and Aspen Technology, Inc. announced that they have reached an agreement under which Emerson will acquire all outstanding shares of common stock of AspenTech not already owned by Emerson for $265.00 per share pursuant to an all-cash tender offer.

The transaction values the minority stake being acquired at $7.2 billion, and values the total company at a fully diluted market capitalization of $17 billion with an enterprise value of $16.8 billion.

Emerson currently owns approximately 57% of AspenTech’s outstanding shares of common stock following Emerson’s 55% majority investment completed in 2022. Upon the closing of the transaction, AspenTech will become a wholly owned subsidiary of Emerson.

The transaction was unanimously recommended for approval by a special committee of the AspenTech Board of Directors composed of three independent and disinterested directors, which, as announced by AspenTech on Nov. 20, 2024, was formed to consider the non-binding proposal made by Emerson on Nov. 5, 2024.

Following the recommendation of the Special Committee, the AspenTech Board of Directors approved the transaction. The transaction has also been unanimously approved by the Emerson Board of Directors.  

“This transaction marks a key milestone in our portfolio transformation, and we are excited to fully integrate AspenTech into Emerson to advance our vision for software-defined control,” said Lal Karsanbhai, Emerson president and CEO. “We look forward to offering AspenTech shareholders the opportunity to tender their shares at compelling and certain value while welcoming the AspenTech team into Emerson.”

“We are pleased to reach this compelling all-cash agreement with Emerson, which is the culmination of the Special Committee’s thorough review of Emerson’s proposal,” said Robert Whelan, Jr., hair of the AspenTech Special Committee. “We are confident this transaction is the best path forward for AspenTech and its shareholders.”

“Emerson has been an outstanding partner to AspenTech, and in this next chapter, we look forward to further differentiating our offering as we innovate to serve customers’ evolving industrial software needs,” said Antonio Pietri, AspenTech president and CEO. “This agreement is a testament to the dedication of AspenTech’s employees, who have executed on our partnership and transformed the business to position it for future success.”

The transaction is expected to close in the first half of calendar year 2025, subject to the satisfaction of customary closing conditions. Emerson expects to finance the transaction from cash on hand and debt financing.