Emerson Electric Co. (EMR, Financial), a Missouri-based corporation, has entered into a definitive Agreement and Plan of Merger with Aspen Technology, Inc., a Delaware corporation, and Emersub CXV, Inc., a wholly-owned subsidiary of Emerson. This strategic move is set to bolster Emerson's market presence and expand its technological capabilities.
Under the terms of the Merger Agreement, Emersub CXV, Inc. will initiate a tender offer to acquire all outstanding shares of AspenTech's common stock at a price of $265 per share in cash. Emerson currently holds approximately 57.4% of AspenTech's issued and outstanding shares. The tender offer will remain open for a minimum of 20 business days from its commencement.
The completion of the tender offer is contingent upon customary conditions, including the tendering of a majority of the shares not owned by Emerson or its subsidiaries. Following the successful completion of the tender offer, Emersub CXV, Inc. will merge with AspenTech, with AspenTech continuing as the surviving corporation.
The Merger Agreement includes standard representations, warranties, and covenants, ensuring that AspenTech conducts its business in the ordinary course until the transaction's closure. Additionally, the agreement restricts AspenTech from soliciting alternative proposals.
Termination rights are included for both Emerson and AspenTech, allowing either party to terminate the agreement if the tender offer is not consummated by April 26, 2025. In certain circumstances, AspenTech may be required to pay Emerson a termination fee of $221 million.
This merger is expected to enhance Emerson's portfolio and provide significant value to its shareholders by integrating AspenTech's advanced technology solutions. Investors and stakeholders are encouraged to review the full details of the Merger Agreement and related documents filed with the SEC.
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