Tender Offer - Aspen Technology, Inc.

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Form Type: SC 13E3/A

Filing Date: 2025-03-12

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125008274

Filing Summary: This document serves as Amendment No. 5 to the Schedule 13E-3 Transaction Statement filed by Aspen Technology, Inc. in relation to a cash tender offer by Emersub CXV, Inc., a subsidiary of Emerson Electric Co., to buy all outstanding shares of AspenTech's common stock at $265 per share, excluding certain Excluded Shares. The Offer is part of a planned merger agreement signed on January 26, 2025, which outlines the merger process where Emersub will merge into AspenTech, designating AspenTech as the surviving corporation. The Offer has received favorable responses, with approximately 72% of shares being validly tendered by the expiration date of March 11, 2025. The document also references earlier filings and significant statutes, emphasizing the compliance and procedural elements of the transaction, including the conditions met for the acceptance of shares. It provides details regarding the share handling and payment procedures implemented following the tender offer acceptance.

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Additional details:

Name And Address: John Sperino, Vice President and Secretary, 8027 Forsyth Blvd, St. Louis, MO 63105

Authorized Person: John Sperino

Tender Offer Price: $265

Shares Tendered: 19,479,909

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125007765

Filing Summary: On March 7, 2025, Aspen Technology, Inc. entered into an updated letter agreement with Emerson Electric Co. and Emersub CXV, Inc. regarding a previously announced cash tender offer initiated on February 10, 2025. The tender offer aims to acquire all outstanding shares of common stock of Aspen Technology at a price of $265 per share. The Initial Expiration Date of the tender offer has been extended from March 10, 2025, to 5:00 p.m. Eastern Time on March 11, 2025. Conditions for extending the tender offer include the absence of unresolved SEC comments on related filings and satisfaction of specific Offer Conditions. The filing emphasizes that despite these adjustments, all terms of the original merger agreement remain effective. Additionally, investors are encouraged to review the tender offer materials filed with the SEC for more details on the transaction.

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Additional details:

Initial Expiration Date: 2025-03-10

Expiration Date: 2025-03-11

Tender Offer Price: 265

Form Type: SC 13E3/A

Filing Date: 2025-03-10

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125007767

Filing Summary: On March 10, 2025, Aspen Technology, Inc. (AspenTech) received an extension of the tender offer by Emersub CXV, Inc., a wholly owned subsidiary of Emerson Electric Co. The expiration date for the tender offer was moved from 11:59 p.m. on March 10, 2025, to 5:00 p.m. on March 11, 2025. As of March 7, 2025, approximately 6,715,211 shares of AspenTech had been validly tendered and not withdrawn under the offer. The document includes the announcement of this extension as well as a letter agreement between Emerson, Purchaser, and AspenTech regarding this change. It also notes requests for books and records from stockholders and demands for appraisal in relation to the offer. The complete terms of the offer are detailed in documents incorporated by reference from the Offer to Purchase dated February 10, 2025.

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Additional details:

Expiration Date Extended: 2025-03-11T17:00:00-05:00

Tender Offer Price: 265

Shares Tendered: 6715211

Letter Agreement Date: 2025-03-07

Press Release Date: 2025-03-10

Form Type: SC 13E3/A

Filing Date: 2025-03-10

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125007773

Filing Summary: Aspen Technology, Inc. has filed an Amendment No. 4 to the Rule 13e-3 Transaction Statement in connection with a cash tender offer by Emersub CXV, Inc., a subsidiary of Emerson Electric Co., to purchase all issued and outstanding shares of AspenTech's common stock at a price of $265 per share, net to the seller in cash. The offer is part of a broader merger agreement dated January 26, 2025, under which Emersub CXV, Inc. will merge with AspenTech, with AspenTech being the surviving entity. This filing incorporates and updates details from related documents, including a previous Schedule 14D-9 and Schedule TO from February 10, 2025, detailing the tender offer process, share pricing, withdrawal rights, and various corporate governance and transaction considerations related to the offer. Relevant sections include terms of the transaction, the identity of offering parties, their intentions, and the financial background of the entities involved.

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Additional details:

Name And Address: Aspen Technology, Inc., 20 Crosby Drive, Bedford, MA 01730

Cik: 0000857802

Cusip Number: 29109X106

Offer Price: 265

Purchaser: Emersub CXV, Inc.

Parent Company: Emerson Electric Co.

Merger Agreement Date: 2025-01-26

Form Type: SC 14D9/A

Filing Date: 2025-03-10

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125007768

Filing Summary: This Amendment No. 3 amends and supplements the Solicitation/Recommendation Statement previously filed by Aspen Technology, Inc. on February 10, 2025, regarding a tender offer initiated by Emersub CXV, Inc., a subsidiary of Emerson Electric Co., to purchase all outstanding shares of AspenTech at a price of $265.00 per share. The Amendment provides details on the extension of the Offer's expiration date from March 10, 2025, to March 11, 2025, while outlining the conditions under which the Offer may be further extended. This includes stipulations related to the resolution of comments from the SEC, the satisfaction of Offer Conditions, and the requirement for AspenTech's consent for further extensions. Additionally, the document references ongoing legal proceedings and demands from stockholders related to this and previous disclosures. Various materials relevant to the Offer are incorporated via references to prior filings.

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Additional details:

Title Of Class: Common Stock

Cusip Number: 29109X106

Offer Price: 265.00

Expiration Date: 2025-03-11

Merger Agreement Date: 2025-01-26

Exhibit Press Release Date: 2025-03-10

Exhibit Current Report 8k Date: 2025-03-10

Letter Agreement Date: 2025-03-07

Form Type: SC 13E3/A

Filing Date: 2025-03-03

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125006792

Filing Summary: This document is an amendment to the Tender Offer Statement on Schedule TO, related to Emersub CXV, Inc., a subsidiary of Emerson Electric Co., offering to purchase all outstanding shares of common stock of Aspen Technology, Inc. at a price of $265.00 per share. This amendment reports that as of March 3, 2025, EMR US Holdings merged into EMR Worldwide, ceasing EMR US Holdings' separate existence and designating EMR Worldwide as the sole shareholder of the Purchaser. The amendment updates the Schedule TO by removing EMR US Holdings from the list of filing persons and also summarizes previous details regarding the tender offer including the Offer to Purchase dated February 10, 2025, and the corresponding Letter of Transmittal. It is important to note that the filing relates to a third-party tender offer and a going-private transaction, revealing significant corporate restructuring actions.

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Additional details:

Offer Price: 265.00

Merger Effective Date: 2025-03-03

Tender Offer Subject: Aspen Technology, Inc.

Offeror Name: Emersub CXV, Inc.

Surviving Entity: EMR Worldwide

Removed Filing Person: EMR US Holdings

Form Type: SC 13E3/A

Filing Date: 2025-02-28

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125006355

Filing Summary: This document is an amendment to the Tender Offer Statement filed by Emersub CXV, Inc., a wholly owned subsidiary of Emerson Electric Co., related to the tender offer to purchase all outstanding shares of common stock of Aspen Technology, Inc. at a price of $265.00 per share. The amendment updates information regarding the financing for the tender offer and related merger, detailing a planned expansion of the Parent's commercial paper program from approximately $4 billion to $7 billion to fund the transaction, along with a $3 billion 364-Day Credit Agreement entered into on February 11, 2025. The proceeds from the financing will be utilized for the payment of shares accepted in the offer and other corporate purposes. Additional details regarding upcoming notes issuances and their expected usage in connection with the merger are also provided. The filing amends the previous Schedule TO from February 10, 2025.

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Additional details:

Name Of Subject Company: Aspen Technology, Inc.

Offer Price: 265.00

Financing Details: Parent's existing U.S. dollar commercial paper program expanded from approximately $4 billion to approximately $7 billion.

Credit Agreement Amount: 3 billion

Credit Agreement Expiry Date: 2026-02-10

Notes Issue Date: 2025-03-04

Form Type: SC 13E3/A

Filing Date: 2025-02-28

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125006426

Filing Summary: On February 10, 2025, Emersub CXV, Inc., a wholly owned subsidiary of Emerson Electric Co., commenced a tender offer to purchase all outstanding shares of Aspen Technology, Inc. at a price of $265.00 per share. This filing represents Amendment No. 4 to the Tender Offer Statement. Elliott Investment Management L.P. publicly opposed the offer, claiming it undervalued AspenTech and declined to tender its shares. Lawsuits have been filed by purported stockholders alleging the transactions are unfair and misrepresent material facts. Complaints have been made regarding the adequacy of disclosures in the Schedule 14D-9 and potential negligence by AspenTech's directors. The legal proceedings include various allegations of inadequate consideration and conflicts of interest among financial advisors. As of the latest update, claims against the deal continue to emerge, and additional lawsuits are anticipated as the situation evolves.

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Additional details:

Tender Offer Price: 265.00

Filed Date: 2025-02-10

Complaints Filed: four

Company Involved: Elliott Investment Management L.P.

Lawsuit Details: Latham Complaint, Johnson Complaint, Kent Complaint, Barnes Complaint

Disclosure Claims: negligent misrepresentation, nondisclosure

Initial Letter Date: December 20, 2024

Form Type: SC 13E3/A

Filing Date: 2025-02-28

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125006433

Filing Summary: Aspen Technology, Inc. filed Amendment No. 3 to the Rule 13E-3 Transaction Statement in connection with a cash tender offer by Emersub CXV, Inc., a wholly owned subsidiary of Emerson Electric Co, for all outstanding shares of AspenTech common stock at a price of $265 per share in cash. The transaction is part of a merger agreement dated January 26, 2025, allowing Purchaser to merge into AspenTech, making AspenTech the surviving corporation. The filing also incorporates information from the Offer to Purchase and a Solicitation/Recommendation Statement on Schedule 14D-9, detailing the Offer's terms, conditions, and rationale. As per the filing, purchases will exclude certain shares defined in the Merger Agreement, and all relevant attachments and documents supporting the transaction are incorporated by reference.

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Additional details:

Title Of Class Of Securities: Common stock, $0.0001 par value per share

Cusip Number: 29109X106

Price Per Share: 265

Name Of Purchaser: Emersub CXV, Inc.

Merger Agreement Date: 2025-01-26

Issuer Name: Aspen Technology, Inc.

Purchaser Parent Name: Emerson Electric Co

Form Type: SC 14D9/A

Filing Date: 2025-02-28

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125006430

Filing Summary: Aspen Technology, Inc. (AspenTech) filed an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 regarding a tender offer by Emersub CXV, Inc., a wholly-owned subsidiary of Emerson Electric Co. The filing updates the earlier statement made on February 10, 2025, detailing the offer to purchase all outstanding shares of AspenTech's common stock at $265.00 per share in cash. Notably, it addresses the formation of a special committee to evaluate Emerson's proposal and includes legal proceedings initiated by stockholders of AspenTech objecting to the merger terms, alleging undervaluation, and seeking access to corporate records. The filing also reflects ongoing discussions with financial advisors regarding the valuation of the shares and insights into the financial deals surrounding the merger. Further, the document notes several lawsuits filed against AspenTech related to the merger, highlighting dissatisfaction from shareholders about the fairness of the offer.

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Additional details:

Counsel Name: Graham Robinson

Counsel Name: Chadé Severin

Tender Offer Price: 265.00

Special Committee Members: Mr. Whelan, Mr. Henshall, Mr. Shenkman

Financial Advisor 1: Qatalyst Partners

Financial Advisor 2: Citi

Number Of Shares: approximately 64 million

Net Cash As Of: 166 million

Legal Proceedings Count: four

Form Type: SC 13E3/A

Filing Date: 2025-02-24

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125005558

Filing Summary: This Amendment No. 2 updates the Tender Offer Statement on Schedule TO related to Emersub CXV, Inc., a wholly owned subsidiary of Emerson Electric Co., which is offering to purchase all outstanding shares of common stock of Aspen Technology, Inc. at a price of $265.00 per share in cash. The deadline for share tenders is until 11:59 p.m. Eastern Time on March 10, 2025, unless extended. The document discusses the background of the offer, including communications between Emerson and AspenTech's board, considerations of fairness of the transaction, and the financing involved. Three legal complaints have been filed regarding the merger, alleging unfairness and requesting enjoining the offer until satisfactory disclosures are made. Emerson Electric Co. has issued a credit agreement to finance this transaction.

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Additional details:

Share Price: 265.00

Expiration Date: 2025-03-10

Financing Source: U.S. dollar commercial paper program

Debt Financing Amount: 3 billion

Debt Financing Expiration Date: 2026-02-10

Form Type: SC 13E3/A

Filing Date: 2025-02-24

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125005565

Filing Summary: Aspen Technology, Inc. is filing Amendment No. 1 to its Rule 13e-3 Transaction Statement in connection with a cash tender offer made by Emersub CXV, Inc., a subsidiary of Emerson Electric Co., to acquire all outstanding shares of AspenTech common stock. The offer price is set at $265 per share, excluding Excluded Shares as defined in the Merger Agreement dated January 26, 2025. Following the completion of the tender offer, there will be a merger between Purchaser and AspenTech under Delaware law, with AspenTech retaining its corporate existence. Relevant documents related to the offer, including the Offer to Purchase and the Schedule 14D-9, are incorporated by reference for supplementary information. Additionally, AspenTech and Emerson have incorporated terms regarding the financial transactions, risks, and stockholder voting implications of the merger, while stating that transaction approval from state securities commissions has not been granted or denied.

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Additional details:

Issuer: Aspen Technology, Inc.

Offer Price: 265

Purchaser: Emersub CXV, Inc.

Parent Company: Emerson Electric Co.

Merger Agreement Date: 2025-01-26

Form Type: SC 14D9/A

Filing Date: 2025-02-24

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125005563

Filing Summary: This amendment serves to update the Solicitation/Recommendation Statement originally filed on February 10, 2025, by Aspen Technology, Inc. regarding a tender offer made by Emersub CXV, Inc. (a wholly-owned subsidiary of Emerson Electric Co.) to purchase all outstanding shares of AspenTech common stock at a price of $265.00 per share in cash. The document reflects changes in the terms of the offer and clarifications regarding the rights of the purchasers. It details that Purchaser reserves the right to waive certain offer conditions and outlines restrictions on modifications to the offer without AspenTech’s consent. Additionally, updates are provided concerning the financial advisory fees related to the merger and projections presented in previous documents. Legal proceedings involving complaints from purported stockholders claiming the transactions are unfair are also noted, alongside the company’s stance that these claims are without merit.

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Additional details:

Title Of Class Of Securities: Common Stock

Cusip Number: 29109X106

Offer Price: 265.00

Transaction Fee Qatalyst: 57 million

Transaction Fee Citi: 46 million

Number Of Complaints: 3

Form Type: SC 13E3

Filing Date: 2025-02-10

Corporate Action: Tender-offer

Type: New

Accession Number: 000114036125003633

Filing Summary: Aspen Technology, Inc. is the subject of a tender offer by Emersub CXV, Inc., a wholly owned subsidiary of Emerson Electric Co. The offer involves the purchase of all outstanding shares of Aspen Technology's common stock at a price of $265.00 per share in cash, without any interest. The tender offer statement is filed under Schedule TO in relation to the tender offer as per Rule 14d-1 and is noted as part of a going-private transaction under Rule 13e-3. The filing also incorporates information from relevant documents detailing the offer's terms, including an Offer to Purchase and various related correspondences. This transaction aligns with a broader strategic move by Emerson Electric Co. concerning Aspen Technology, reflecting Emerson’s interest in acquiring the company. The tender offer is designed to finalize the acquisition as per the merger plans documented in the relevant agreement and plans filed previously.

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Additional details:

Offer Price: 265.00

Offeror Name: Emersub CXV, Inc.

Offeror Parent: Emerson Electric Co.

Cusip Number: 29109X106

Stock Title: Common Stock, Par Value $0.0001 Per Share

Form Type: SC 13E3

Filing Date: 2025-02-10

Corporate Action: Tender-offer

Type: New

Accession Number: 000114036125003656

Filing Summary: Aspen Technology, Inc. has filed a Rule 13e-3 Transaction Statement in relation to a cash tender offer made by its subsidiary, Emersub CXV, Inc., on behalf of Emerson Electric Co., to purchase all outstanding shares of AspenTech common stock at a price of $265 per share. This tender offer is part of a merger agreement dated January 26, 2025, under which Emersub CXV will merge with AspenTech after the completion of the offer. The document includes various references to additional materials and statements related to the tender offer and corresponding filings, including a Solicitation/Recommendation Statement on Schedule 14D-9, filed on the same date, which outlines the details and context of the offer.

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Additional details:

Name And Address: Aspen Technology, Inc., 20 Crosby Drive, Bedford, MA 01730

Counsel Name: Graham Robinson

Counsel Firm: Skadden, Arps, Slate, Meager & Flom LLP

Counsel Address: 500 Boylston Street, Boston, MA 02116

Cusip Number: 29109X106

Offer Price Per Share: $265

Merger Date: January 26, 2025

Form Type: SC 13E3/A

Filing Date: 2025-02-10

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125003641

Filing Summary: This document amends the Tender Offer Statement on Schedule TO previously filed by Emersub CXV, Inc., a wholly owned subsidiary of Emerson Electric Co., on February 10, 2025. The tender offer is for the acquisition of all outstanding shares of common stock of Aspen Technology, Inc. (AspenTech) at a price of $265.00 per share in cash. The offer is subject to applicable tax withholding and is part of a third-party tender offer as defined under Rule 14d-1 and a going-private transaction under Rule 13e-3. An Emerson press release dated February 10, 2025, has been added as an exhibit to supplement the Schedule TO.

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Additional details:

Title Of Class: Common Stock

Cusip Number: 29109X106

Offer Price: 265.00

Form Type: SC 14D9

Filing Date: 2025-02-10

Corporate Action: Tender-offer

Type: New

Accession Number: 000114036125003640

Filing Summary: Aspen Technology, Inc. is the subject of a tender offer initiated by Emersub CXV, Inc., a wholly-owned subsidiary of Emerson Electric Co. The offer, which commenced on February 10, 2025, aims to acquire all outstanding shares of AspenTech at a purchase price of $265.00 per share in cash. The total outstanding shares prior to the offer were 63,308,360. The offer is contingent upon various conditions, including the tendering of sufficient shares to meet the Unaffiliated Tender Condition, which mandates that more than 50% of shares be tendered prior to the expiration date on March 10, 2025. The merger agreement, executed on January 26, 2025, dictates the terms and responsibilities of all parties involved, and it is noted that no stockholder vote is required for the consummation of this merger. Post-merger, AspenTech will become a wholly-owned subsidiary of Emerson. Key conditions for the offer include legal compliance and the absence of material adverse effects on AspenTech, among others. In addition, there are provisions regarding the treatment of equity awards, essential for maintaining employee incentives during the transaction process. The documentation associated with the offer, including the Offer to Purchase and related letters, are being sent out to stockholders, while the earlier 2021 transaction agreement indicates Emerson's prior ownership of 57.4% of shares, allowing it significant influence over the merger process.

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Additional details:

Tender Offer Price: 265

Number Of Shares Outstanding: 63308360

Expiration Date: 2025-03-10

Merger Agreement Date: 2025-01-26

Unaffiliated Tender Condition: more than 50% of shares

Form Type: SC TO-C

Filing Date: 2025-02-07

Corporate Action: Tender-offer

Type: New

Accession Number: 000114036125003537

Filing Summary: Emerson Electric Co. has announced a tender offer to acquire all outstanding shares of Aspen Technology, Inc. not already owned by them. The offer price is set at $265 per share in cash, which has been recommended unanimously by the independent AspenTech Special Committee. The offer represents an opportunity for AspenTech minority shareholders to tender their shares at a compelling value. Emerson has expressed their confidence in the transaction and emphasized that it aligns with their strategic objectives. The tender offer is anticipated to formally commence on February 10, 2025, alongside the release of a comprehensive rationale in the Schedule 14D-9 statement for shareholders to review. Emerson’s communication includes caution about various risks and uncertainties that could affect the transaction, such as regulatory approvals, market conditions, and potential competing offers.

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Additional details:

Person Authorized: Michael Tang

Address Person Authorized: 8027 Forsyth Boulevard, St. Louis, MO 63105

Telephone Person Authorized: 314-553-2000

Solicitation Statement: The communication is for informational purposes only and does not constitute an offer to purchase.

Offer Price: $265 per share

Tender Offer Commencement Date: 2025-02-10

Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Tender-offer

Type: New

Accession Number: 000114036125001939

Filing Summary: On January 26, 2025, Aspen Technology, Inc. entered into a Merger Agreement with Emerson Electric Co. and Emersub CXV, Inc., a wholly owned subsidiary of Emerson. The agreement stipulates that Emersub CXV will launch a cash tender offer to purchase all outstanding shares of Aspen Technology's common stock at a price of $265 per share. The consummation of this tender offer is contingent upon several conditions, including valid tenders representing more than 50% of outstanding shares, absence of prohibitive laws, and accuracy of the company’s representations. Following the tender offer, the Purchaser will merge with Aspen Technology, resulting in it becoming a wholly owned subsidiary of Emerson. Non-tendered shares will be canceled and shareholders will receive the offer price in cash, while certain stock options and equity awards will either be converted or canceled depending on their exercise prices. A special committee of Aspen's board has determined that the transaction is fair and in the best interests of the independent stockholders. Following the announcement, the company and Emerson issued a joint press release. The Merger Agreement also includes customary representations, warranties, covenants, and termination rights, including a termination fee provision if the agreement fails under certain conditions. The process for the tender offer is to be governed by SEC regulations, and additional materials will be filed accordingly.

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Additional details:

Entry Into Material Definitive Agreement Date: 2025-01-26

Tender Offer Price: 265

Tender Offer Expiration: 20 business days following the commencement

Merger Expiration Date: April 26, 2025

Termination Fee: 221000000

Company Address: 20 Crosby Drive, Bedford, MA 01730

Phone Number: 781-221-6400

Emerging Growth Company: No

Form Type: SC TO-C

Filing Date: 2025-01-27

Corporate Action: Tender-offer

Type: New

Accession Number: 000095010325000885

Filing Summary: On January 26, 2025, Emerson Electric Co. and Aspen Technology, Inc. entered into a Merger Agreement whereby Emerson will commence a tender offer to purchase all issued and outstanding shares of AspenTech's common stock at a price of $265 per share in cash. Emerson currently owns approximately 57.4% of AspenTech shares. The tender offer is subject to customary conditions, including that shares representing more than 50% of the total outstanding shares must be validly tendered. The offer will remain open for a minimum of 20 business days and may be extended based on specific conditions. Following the offer, Emerson will merge with AspenTech, making AspenTech the surviving corporation. The Merger Agreement also includes restrictions on AspenTech's ability to solicit other offers and a $221 million termination fee under certain conditions. A joint press release announcing the Agreement was issued on January 27, 2025.

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Additional details:

Agreement Date: 2025-01-26

Offer Price: 265

Percentage Owned Currently: 57.4

Minimum Offer Duration: 20 business days

Termination Fee: 221000000

Form Type: SC14D9C

Filing Date: 2025-01-27

Corporate Action: Tender-offer

Type: New

Accession Number: 000114036125001950

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 Merger Agreement outlines a cash tender offer of $265 per share for all outstanding shares of Aspen Technology's common stock, subject to specific conditions. The Offer is contingent upon valid tendering of shares representing over 50% of total outstanding shares, compliance with applicable laws, and the accuracy of representations in the Merger Agreement. The Offer will commence no later than 15 business days post-agreement and will last for 20 business days, unless extended. Upon completion, Aspen will merge into Purchaser, with remaining shares converted into cash equivalent to the Offer Price. The document asserts that the Board of Directors, upon unanimous recommendation from an independent Special Committee, deems the Merger Agreement fair and in the best interest of stockholders not associated with the Buyer Parties. A termination fee of $221,000,000 is specified for certain termination scenarios. A joint press release was issued on January 27, 2025, announcing the transaction.

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Additional details:

Title Of Class: Common stock, $0.0001 par value per share

Trading Symbol: AZPN

Exchange: NASDAQ Global Select Market

Offer Price: 265

Termination Fee: 221000000

Form Type: SC14D9C

Filing Date: 2025-01-27

Corporate Action: Tender-offer

Type: New

Accession Number: 000114036125002088

Filing Summary: Aspen Technology, Inc. is preparing for a tender offer by Emersub CXV, Inc., a wholly owned subsidiary of Emerson Electric Co., to purchase all outstanding shares of Aspen's common stock, excluding shares owned by the company and its affiliates. This planned offer, announced prior to its commencement, is part of a broader Agreement and Plan of Merger dated January 26, 2025, which envisions a subsequent merger where Aspentech would become a wholly owned subsidiary of Emerson. The filing includes details regarding the nature of the offer, a list of initial communications distributed to employees, customers, and business partners, and outlines that no offer has been initiated yet. It highlights the importance for shareholders to await the formal tender offer materials and exercises caution regarding forward-looking statements related to the transaction, including risks related to competition, shareholder response, and the timing of transaction completion.

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Additional details:

Title Of Class: Common stock

Cusip Number: 29109X106

Name Of Persons Filing Statement: ASPEN TECHNOLOGY, INC.

Name Of Person Authorized To Receive Notices: Christopher A. Cooper

Position Of Person Authorized: Senior Vice President, Chief Legal Officer and Secretary

Address Of Person Authorized: 20 Crosby Drive Bedford, MA 01730

Telephone Number Of Person Authorized: (781) 221-6400

Law Firm Name: Skadden, Arps, Slate, Meagher & Flom LLP

Law Firm Address: 500 Boylston Street, 23rd Floor Boston, Massachusetts 02116

Law Firm Phone Number: (617) 573-4800

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