Aspen Technology acquired by Emerson Electric

Aspen Technology, Inc. (NASDAQ:AZPN), a technology company with a market capitalization of $16.73 billion and strong financial health according to InvestingPro metrics, has officially become a wholly owned subsidiary of Emerson (NYSE:EMR) Electric Co. following the successful completion of a cash tender offer and subsequent merger. The acquisition, which was finalized on March 12, 2025, marks the end of Aspen Technology as an independent company and its delisting from the NASDAQ stock exchange.

The tender offer, which commenced on February 10, 2025, resulted in the purchase of approximately 72% of Aspen’s outstanding shares at a price of $265.00 per share, slightly above InvestingPro’s calculated Fair Value. The stock was trading near its 52-week high of $277.37 before the acquisition. Following this, the remaining shares not tendered in the offer were converted into the right to receive the same cash consideration. This transaction has led to significant changes in Aspen Technology’s corporate structure and governance.

As a result of the merger, all previous directors and certain officers of Aspen Technology have stepped down, and the directors of the acquiring subsidiary have assumed their positions. The company’s amended and restated certificate of incorporation and bylaws were also filed, reflecting the new ownership.

The acquisition has led to the termination of Aspen Technology’s 2022 Employee Stock Purchase Plan and the automatic termination of a Stockholders Agreement dated May 16, 2022. In addition, all outstanding and unexercised stock options and equity awards have been adjusted or cancelled in accordance with the merger agreement.

This strategic move by Emerson Electric is expected to enhance its portfolio and capabilities in the software industry, given Aspen Technology’s background in computer programming services and impressive gross profit margin of 67%. The details of this acquisition were outlined in an 8-K filing with the U.S. Securities and Exchange Commission. For detailed analysis of similar technology companies and their valuations, investors can access comprehensive Pro Research Reports through InvestingPro.

In other recent news, Aspen Technology has extended the expiration date of its merger agreement with Emerson Electric, pushing it from Monday to Tuesday. This extension aims to fulfill specific conditions outlined in the merger agreement, which involves Emerson’s subsidiary, Emersub CXV, acquiring all outstanding shares of Aspen Technology at $265 per share. Emerson Electric confirmed its "best and final" offer of $265 per share, despite opposition from Elliott Investment Management, which argues that the offer undervalues Aspen Technology. Elliott, a significant minority investor, has refused to tender its shares at the proposed price, complicating Emerson’s acquisition efforts.

Meanwhile, Loop Capital has downgraded Aspen Technology’s stock from Buy to Hold, reflecting the acquisition’s developments and the improbability of another bidder emerging due to the high valuation. Emerson Electric’s acquisition deal, valued at $7.2 billion, will result in Emerson owning 100% of Aspen’s shares, solidifying its position in the automation technology sector. The acquisition values Aspen Technology at a fully diluted market capitalization of $17 billion, with an enterprise value of $16.8 billion. These recent developments highlight significant changes in Aspen Technology’s ownership structure and market position.

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