Aspen Technology Announces Receipt of Unsolicited Acquisition Proposal from Emerson
November 05 2024 - 6:00PM
Business Wire
Shareholders Advised to Take No Action Pending
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Aspen Technology, Inc. (NASDAQ:AZPN) (“AspenTech” or “the
Company”), a global leader in industrial software, today announced
that its Board of Directors received an unsolicited, non-binding
proposal letter, dated November 5, 2024, from Emerson Electric Co.
(NYSE:EMR) (“Emerson”), to acquire all of the outstanding shares of
common stock of the Company not already owned by Emerson for cash
consideration of $240.00 per share.
Emerson and its affiliates currently own 57.4% of the Company’s
outstanding common shares, based on their most recent Schedule 13D
filing dated November 5, 2024.
The Board of Directors of AspenTech will follow an appropriate
governance process and carefully review the proposal. No action is
required by AspenTech shareholders at this time.
About Aspen Technology Aspen Technology, Inc. (NASDAQ:
AZPN) is a global software leader helping industries at the
forefront of the world’s dual challenge meet the increasing demand
for resources from a rapidly growing population in a profitable and
sustainable manner. AspenTech solutions address complex
environments where it is critical to optimize the asset design,
operation and maintenance lifecycle. Through our unique combination
of deep domain expertise and innovation, customers in
asset-intensive industries can run their assets safer, greener,
longer and faster to improve their operational excellence. To learn
more, visit AspenTech.com.
Additional Information and Where to Find it No tender
offer for the shares of the Company has commenced at this time.
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of the Company, nor is it a substitute for any tender offer
materials that the Company or Emerson may file with the U.S.
Securities and Exchange Commission (the “SEC”). Subject to further
developments, a solicitation and an offer to buy shares of the
Company will be made only pursuant to an offer to purchase and
related materials that Emerson may file with the SEC. If Emerson
commences a tender offer for the outstanding shares of common stock
of the Company that Emerson does not already own, Emerson will file
a Tender Offer Statement on Schedule TO with the SEC, and the
Company will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer. THE
COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE
SOLICITATION/RECOMMENDATION STATEMENT AND ANY OTHER RELEVANT TENDER
OFFER MATERIALS, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY
BEFORE ANY DECISION IS MADE WITH RESPECT TO ANY TENDER OFFER. The
Solicitation/Recommendation Statement (if and when it becomes
available), as well as any other documents filed by the Company in
connection with any tender offer by Emerson, will be made available
for free at the SEC’s website at www.sec.gov. In addition, free
copies of these materials (if and when they become available) will
be made available by the Company by mail to Aspen Technology, Inc.,
20 Crosby Dr., Bedford, MA 01730, Attn: Investor Relations, by
email at IR@aspentech.com or on the Company’s internet website at
https://ir.aspentech.com.
Forward-Looking Statements This communication contains
forward-looking statements related to the Company, Emerson and the
proposed acquisition by Emerson of the outstanding shares of common
stock of the Company that Emerson does not already own (the
“Transaction”), which involves substantial risks and uncertainties.
Forward-looking statements include any statements containing the
words “anticipate,” “believe,” “estimate,” “expect,” “intend,”
“goal,” “may,” “might,” “plan,” “predict,” “project,” “seek,”
“target,” “potential,” “will,” “would,” “could,” “should,”
“continue” and similar expressions.
Forward-looking statements are subject to certain risks,
uncertainties, or other factors that are difficult to predict and
could cause actual events or results to differ materially from
those indicated in any such statements due to a number of risks and
uncertainties. Those risks and uncertainties that could cause the
actual results to differ from expectations contemplated by
forward-looking statements include, among other things:
uncertainties as to the timing of the proposed tender offer; the
risk that the Company may not agree to a transaction with Emerson;
the possibility that competing offers will be made; the effects of
the proposed Transaction on relationships with employees,
customers, other business partners or governmental entities; and
other risks listed under the heading “Risk Factors” in the
Company’s periodic reports filed with the SEC, including Current
Reports on Form 8-K, Quarterly Reports on Form 10-Q, Annual Reports
on Form 10-K, as well as the Schedule 14D-9 that may be filed by
the Company and the Schedule TO and related tender offer documents
that may be filed by Emerson. You should not place undue reliance
on these statements. All forward-looking statements are based on
information currently available to the Company, and the Company
disclaims any obligation to update the information contained in
this communication as new information becomes available.
© 2024 Aspen Technology, Inc. AspenTech and the Aspen leaf logo
are trademarks of Aspen Technology, Inc. All rights reserved.
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version on businesswire.com: https://www.businesswire.com/news/home/20241105418149/en/
Investor Contact William Dyke Aspen Technology +1
781-221-5571 IR@aspentech.com
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