Tender Offer - EMERSON ELECTRIC CO

Back to List of Tender Offers

Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Tender-offer

Type: New

Accession Number: 000003260425000048

Filing Summary: On February 11, 2025, Emerson Electric Co. entered into a $3 billion 364-Day Credit Agreement with JPMorgan Chase Bank, N.A., among others, to support general corporate purposes, including a liquidity back-up for the Company's commercial paper borrowings. This facility will be used to finance the anticipated tender offer to acquire all outstanding shares of Aspen Technologies, Inc. The Credit Facility is unsecured and expires on February 10, 2026. Additionally, on February 4, 2025, shareholders approved an amendment to the Company's Restated Articles of Incorporation to reduce supermajority voting requirements for amendments to preferred stock terms, effective February 10, 2025.

Document Link: View Document

Additional details:

Item 1 Date Of Credit Agreement: 2025-02-11

Item 2 Credit Facility Amount: 3000000000

Item 3 Credit Facility Expiration Date: 2026-02-10

Item 4 Tender Offer Target: Aspen Technologies, Inc.

Item 5 Amendment Effective Date: 2025-02-10

Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Tender-offer

Type: New

Accession Number: 000095010325000884

Filing Summary: On January 26, 2025, Emerson Electric Co. entered into a Merger Agreement with Aspen Technology, Inc. and its wholly-owned subsidiary, Emersub CXV, Inc. Pursuant to this agreement, Emersub CXV, Inc. will commence a tender offer to purchase all issued and outstanding shares of AspenTech's common stock, except for any shares owned by Emerson or its subsidiaries, at a price of $265 per share in cash. Emerson currently owns 57.4% of AspenTech shares. The offer will remain open for at least 20 business days and may be extended under certain conditions. The successful completion of the offer is contingent on valid tenders of over 50% of shares excluding those owned by Emerson, and other customary conditions outlined in the Merger Agreement. Upon completion of the tender offer, a merger will occur where all remaining shares will be converted to cash at the offer price. The agreement includes restrictions on AspenTech's ability to pursue alternative transactions and outlines termination rights and potential fees. A joint press release was issued on January 27, 2025, announcing the agreement.

Document Link: View Document

Additional details:

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

Offer Price: 265

Percentage Owned By Emerson: 57.4

Minimum Offer Period Days: 20

Deadline For Offer Extension: 2025-04-26

Termination Fee: 221000000

Comments

No comments yet. Be the first to comment!