Emerson acquires remaining stake in AspenTech for $7.2bn

April 2025 | DEALFRONT | MERGERS & ACQUISITIONS

Financier Worldwide Magazine

April 2025 Issue

In a portfolio-completing transaction, global technology and software company Emerson is to acquire the remaining shares of software supplier AspenTech it does not already own for $7.2bn.

Under the terms of the agreement, Emerson will acquire all outstanding shares of AspenTech for $265 per share pursuant to an all-cash tender offer. Emerson expects to finance the transaction from cash on hand and debt financing.

The tender offer is subject to a non-waivable condition that at least a majority of the AspenTech common stock held by minority stockholders be tendered and not withdrawn.

Emerson currently owns approximately 57 percent of AspenTech’s outstanding shares of common stock following Emerson’s 55 percent majority investment completed in 2022. Upon the closing of the transaction, AspenTech will become a wholly owned subsidiary of Emerson.

Through its leading automation portfolio, including its majority stake in AspenTech, Emerson aims to help hybrid, process and discrete manufacturers optimise operations, protect personnel, reduce emissions and achieve their sustainability goals.

Following the recommendation of a special committee, the board of AspenTech approved the transaction. The transaction has also been unanimously approved by the Emerson board.

“This transaction marks a key milestone in our portfolio transformation, and we are excited to fully integrate AspenTech into Emerson to advance our vision for software-defined control,” said Lal Karsanbhai, president and chief executive of Emerson. “We look forward to offering AspenTech shareholders the opportunity to tender their shares at compelling and certain value while welcoming the AspenTech team into Emerson.”

A global software leader, AspenTech solutions address complex environments where it is critical to optimise the asset design, operation and maintenance lifecycle. Through its 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.

“Emerson has been an outstanding partner to AspenTech, and in this next chapter, we look forward to further differentiating our offering as we innovate to serve customers’ evolving industrial software needs,” said Antonio Pietri, president and chief executive of AspenTech. “This agreement is a testament to the dedication of AspenTech’s employees, who have executed on our partnership and transformed the business to position it for future success.”

Following completion of the transaction, which is expected in the first half of 2025 subject to the satisfaction of customary closing conditions, AspenTech’s common stock will cease to trade on the NASDAQ.

Serving as financial advisers to Emerson are Goldman Sachs & Co. LLC and Centerview Partners LLC, with Davis Polk & Wardwell LLP serving as legal adviser. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications adviser.

Serving as independent financial advisers to the AspenTech Special Committee are Qatalyst Partners and Citi, with Skadden, Arps, Slate, Meagher & Flom LLP serving as legal counsel. FGS Global is serving as strategic communications adviser.

“We are pleased to reach this compelling all-cash agreement with Emerson, which is the culmination of the Special Committee’s thorough review of Emerson’s proposal,” said Robert Whelan, Jr, chair of the AspenTech special committee. “We are confident this transaction is the best path forward for AspenTech and its shareholders.”

Fraser Tennant