M&A - Aspen Technology, Inc.

Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125009036

Filing Summary: On March 12, 2025, Aspen Technology, Inc. announced the termination of its Credit Facility in relation to the acquisition by Emerson Electric Co. of Aspen Technology. The Second Amended and Restated Credit Agreement was terminated, noting that there were no borrowings prior to the termination. This acquisition signifies a significant corporate action, impacting AspenTech's financial agreements and operations as discussed in the earlier filing dated June 27, 2024.

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Form Type: 8-K

Filing Date: 2025-03-12

Corporate Action: Merger

Type: Update

Accession Number: 000114036125008260

Filing Summary: On March 11, 2025, Aspen Technology, Inc. (the 'Company') completed a cash tender offer initiated by Emersub CXV, Inc. ('Purchaser'), a subsidiary of Emerson Electric Co. ('Parent'), to acquire all outstanding shares of common stock at $265.00 per share. The Offer expired with 19,479,909 shares (approximately 72% of outstanding shares) tendered. Following the Offer's acceptance, on March 12, 2025, a merger was consummated, making the Company a wholly owned subsidiary of Parent. The shares not tendered will be converted into cash at the Offer Price. The Merger triggered the termination of the Company's 2022 Employee Stock Purchase Plan and a Stockholders Agreement due to Parent's 100% ownership. Post-merger, various changes in the Company's board of directors and articles of incorporation were executed. The company notified Nasdaq of the Merger and intended to deregister its shares, ceasing its reporting obligations under the Exchange Act.

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Form Type: S-8 POS

Filing Date: 2025-03-12

Corporate Action: Merger

Type: Update

Accession Number: 000114036125008433

Filing Summary: Aspen Technology, Inc. filed a Post-Effective Amendment No. 1 to its Form S-8 Registration Statement No. 333-265145 with the SEC on March 12, 2025. This amendment is being filed to terminate all offerings under the Registration Statement and remove from registration certain shares of common stock that had been registered. Specifically, it affects the shares issuable under the 2022 Employee Stock Purchase Plan, the 2022 Omnibus Incentive Plan, and the Rollover Awards. On March 12, 2025, following a Merger Agreement with Emerson Electric Co. and its wholly-owned subsidiary, Emersub CXV, Inc., the Purchaser merged into Aspen Technology, with Aspen continuing as the surviving corporation. Consequently, the Registrant has terminated any and all offerings of its securities, leading to the deregistration of unsold or unissued securities as of this date. The signing of the Amendment was duly executed by Vincent M. Servello, President of Aspen Technology, in Bedford, Massachusetts.

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Form Type: SC 13E3/A

Filing Date: 2025-03-12

Corporate Action: Merger

Type: Update

Accession Number: 000114036125008250

Filing Summary: This filing is an amendment relating to a tender offer made by Emersub CXV, Inc., a wholly owned subsidiary of Emerson Electric Co., to purchase all outstanding shares of Aspen Technology, Inc. at a price of $265.00 per share. The offer expired on March 11, 2025, with approximately 19,479,909 shares tendered, representing about 72% of those outstanding. Following the tender offer, a merger occurred on March 12, 2025, with AspenTech as the surviving corporation, resulting in shares being converted into cash without interest, subject to tax withholding. The filing includes information about the number of shares tendered and the conditions surrounding the acceptance of shares for payment. It also notes that the original Schedule TO was filed on February 10, 2025, and this amendment incorporates updated details regarding the acceptance of shares and the subsequent merger.

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Form Type: SC 14D9/A

Filing Date: 2025-03-12

Corporate Action: Merger

Type: Update

Accession Number: 000114036125008264

Filing Summary: This amendment to the Schedule 14D-9 provides updates regarding the tender offer by Emersub CXV, Inc., a subsidiary of Emerson Electric Co., to purchase all outstanding shares of Aspen Technology, Inc. at a price of $265.00 per share. The offer expired on March 11, 2025, at 5:00 p.m. Eastern Time, with approximately 72% of shares validly tendered. This satisfied the Unaffiliated Tender Condition necessary for the merger. Consequently, the Purchaser accepted the tendered shares and obtained sufficient shares to complete the merger without a stockholder vote. Any shares not tendered will be canceled and converted into the right to receive the offer price. Following the merger, the shares will be delisted from the Nasdaq Global Select Market, and Emerson will move to terminate the registration of the shares and suspend reporting obligations under the Securities Exchange Act. A press release confirming the expiration and results of the tender offer was issued on March 12, 2025.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125008253

Filing Summary: On March 12, 2025, Emerson Electric Co. completed its acquisition of Aspen Technology, Inc. following the execution of a Merger Agreement on January 26, 2025. The acquisition was preceded by a tender offer that began on February 10, 2025, where Emerson aimed to purchase outstanding shares of Aspen at a price of $265 each. The tender offer expired on March 11, 2025, with approximately 72% of the outstanding shares validly tendered. Following the offer's conclusion and the satisfaction of all conditions, the merger was executed, making Aspen Technology the surviving corporation.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125007218

Filing Summary: Amendment No. 5 to Schedule 13D reports a change in beneficial ownership resulting from the merger of EMR US Holdings LLC with EMR Worldwide Inc., with Emerson Sub surviving the merger. Additionally, 36,307,514 shares of Common Stock have been distributed to Emerson Sub by Rutherfurd US LLC. Following these transactions, EMR US Holdings and EMR US LLC are no longer considered Reporting Persons. The percentage of shares beneficially owned by Emerson remains unchanged from the original filing. William H. Easter III has retired from his position as a director of Emerson effective February 4, 2025, which has also been noted in the filing. The filing updates the reporting of aggregate beneficial ownership in line with the recent transactions, asserting the voting and dispositive powers held by Emerson Sub over the shares it directly owns. No other stock transactions have been reported within the past sixty days.

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Form Type: CORRESP

Filing Date: 2025-02-24

Corporate Action: Merger

Type: Update

Accession Number: 000114036125005564

Filing Summary: Aspen Technology, Inc. submitted a response letter on February 24, 2025, to the SEC addressing comments from the Commission regarding filings made on February 10, 2025, which included Schedule 14D-9 and Schedule 13E-3 related to a proposed merger. This letter, filed electronically, discusses revisions made in response to SEC staff comments on specific defined terms such as 'Unaffiliated Stockholders' and clarifications concerning public disclosures under the federal securities laws. The company asserts its responsibility for including material information pertaining to contractual provisions and provides additional details regarding transaction fees of advisors Qatalyst Partners and Citi, with clarifications needed on payments due to discrepancies in fee disclosures. Moreover, the response includes additional prospective financial information and further details regarding past interactions and analyses conducted during the merger process.

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Form Type: 10-Q

Filing Date: 2025-02-04

Corporate Action: Merger

Type: Update

Accession Number: 000189798225000010

Filing Summary: On January 26, 2025, Aspen Technology, Inc. entered into a Merger Agreement with Emerson Electric Co. and its subsidiary, Emersub CXV, Inc. The agreement stipulates that Emersub CXV will commence a cash tender offer to buy all outstanding shares of AspenTech common stock at a price of $265.00 per share. The offer is contingent upon the tendering of at least one share more than 50% of the total outstanding shares. Other conditions include the accuracy of AspenTech's representations and warranties, the absence of a material adverse effect, and compliance with applicable laws. After the tender offer, Emersub CXV will merge with AspenTech, leading to AspenTech becoming a wholly-owned subsidiary of Emerson. The closure of this transaction is expected in the first half of calendar year 2025.

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Form Type: SC14D9C

Filing Date: 2025-02-04

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125003022

Filing Summary: Aspen Technology, Inc. has filed a Schedule 14D-9 regarding a proposed acquisition by Emerson Electric Co. This preliminary communication pertains to the acquisition of outstanding shares of Aspen Technology that Emerson does not already own. The filing emphasizes that no tender offer has commenced at this stage and that this communication serves informational purposes only, not constituting an offer to buy or sell shares. Future tender offer materials will be submitted to the SEC at the commencement of the offer. Stockholders are advised to read the intention behind the forthcoming materials when available, as they will contain crucial information regarding the tender offer and the transaction details. Forward-looking statements highlight risks and uncertainties surrounding the Transaction, including possible competing offers and the timing of the completion of the Transaction.

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Form Type: SC14D9C

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125002369

Filing Summary: Aspen Technology, Inc. has filed a Schedule 14D-9 regarding a planned tender offer by Emersub CXV, Inc., a wholly owned subsidiary of Emerson Electric Co. The tender offer is aimed at acquiring all outstanding shares of Aspen Technology’s common stock, except those held by the Company or its subsidiaries. This action is part of a proposed merger indicated in an Agreement and Plan of Merger dated January 26, 2025. The intended merger will result in Aspen Technology becoming a wholly owned subsidiary of Emerson Electric Co. This filing serves as preliminary communications prior to the official tender offer process, which has not yet started. It emphasizes that no offer is being made at this moment and stockholders are urged to consider the detailed materials that will be available once the tender offer begins, as these will provide important information regarding the transaction and its implications.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000095010325000886

Filing Summary: This filing is Amendment No. 4 to the Schedule 13D previously filed by Emerson Electric Co. regarding its acquisition of Aspen Technology, Inc. dated January 26, 2025. The amendment primarily updates the prior filings and provides information about a newly initiated merger agreement. The Merger Agreement stipulates that Emerson Electric Co. will launch a tender offer for all outstanding shares of Aspen Technology at a price of $265 per Share. The financing for this acquisition is intended to come from Emerson's available cash and debt financing. The filing provides detailed conditions for the completion of the tender offer, including the requirement that more than 50% of the shares be validly tendered. Upon concluding the tender offer, Emerson will proceed to merge with Aspen, which will be the surviving entity of the merger. Post-merger, Aspen Technology's shares will be deregistered and cease to be listed on Nasdaq. This documentation emphasizes the importance of the tender offer materials and advises stakeholders to review these materials once they are filed with the SEC.

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