Tender Offer to Now Expire at 5:00 p.m. Eastern Time on March 11, 2025
ST.
LOUIS, March 10, 2025 /PRNewswire/
-- Emerson (NYSE: EMR) today announced that it has extended
the expiration of its tender offer to acquire all outstanding
shares of common stock of Aspen Technology, Inc. (NASDAQ: AZPN)
("AspenTech") not already owned by Emerson to 5:00 p.m. Eastern Time on March 11, 2025. This one business day extension
is to accommodate the settlement and tendering of shares of
AspenTech common stock that may be sold due to the S&P MidCap
400 index change. S&P Global previously announced that
AspenTech will be replaced in the index effective prior to the
opening of trading on March 11,
2025.
The tender offer remains subject to the satisfaction of the
conditions specified in the offer to purchase. Holders that have
previously tendered their shares do not need to re-tender their
shares or take any other action.
Equiniti Trust Company, LLC, the depository and paying agent for
the tender offer, has advised Emerson that, as of March 7, 2025, the last business day prior to the
announcement of the extension of the tender offer, approximately
6,715,211 shares had been validly tendered and not validly
withdrawn.
As detailed in a statement on February
10, 2025, the $265 per share
price for all the outstanding shares of common stock not already
owned by Emerson represents its best and final price.
Innisfree M&A Incorporated is acting as information agent
for the tender offer. Requests for documents and questions
regarding the tender offer may be directed to Innisfree M&A
Incorporated by telephone, toll-free at +1 (877) 456-3524 (from the
U.S. and Canada) or +1 (412)
232-3651 (from other locations).
About Emerson
Emerson (NYSE: EMR) is a global industrial technology leader
that provides advanced automation. With an unmatched portfolio of
intelligent devices, control systems, and industrial software,
Emerson delivers solutions that automate and optimize business
performance. Headquartered in Saint
Louis, Missouri, Emerson combines innovative technology with
proven operational excellence to power the future of automation.
For more information, visit Emerson.com.
Forward-Looking and Cautionary Statements
Statements in this press release that are not strictly
historical may be "forward-looking" statements, which involve risks
and uncertainties, and Emerson undertakes no obligation to update
any such statements to reflect later developments. These risks and
uncertainties include the scope, duration and ultimate impacts of
the Russia-Ukraine and other global conflicts, as well as
economic and currency conditions, market demand, pricing,
protection of intellectual property, cybersecurity, tariffs,
competitive and technological factors, inflation, among others, as
set forth in the Company's most recent Annual Report on Form 10-K
and subsequent reports filed with the SEC. The outlook contained
herein represents the Company's expectation for its consolidated
results, other than as noted herein.
Emerson uses our Investor Relations website,
www.Emerson.com/investors, as a means of disclosing information
which may be of interest or material to our investors and for
complying with disclosure obligations under Regulation FD.
Accordingly, investors should monitor our Investor Relations
website, in addition to following our press releases, SEC filings,
public conference calls, webcasts and social media. The information
contained on, or that may be accessed through, our website is not
incorporated by reference into, and is not a part of, this
document.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of AspenTech, nor is it a substitute for any tender offer
materials that Emerson, Emersub CXV, Inc. ("Purchaser") or
AspenTech have filed with the SEC. Emerson and Purchaser have filed
a Tender Offer Statement on Schedule TO with the SEC containing an
offer to purchase all of the outstanding shares of common stock of
AspenTech not already owned by Emerson for $265 per share and a Schedule 13E-3, and
AspenTech has filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer and a
Schedule 13E-3. The tender offer is being made solely by means of
the Offer to Purchase, and the exhibits filed with respect thereto
(including the Letter of Transmittal), which contain the full terms
and conditions of the tender offer. ASPENTECH'S STOCKHOLDERS AND
OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS
(INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL
AND OTHER TENDER OFFER DOCUMENTS), THE SCHEDULE 13E-3 AND THE
SOLICITATION/RECOMMENDATION STATEMENT (AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the
related Letter of Transmittal and other tender offer documents, the
Schedule 13E-3, as well as the Solicitation/Recommendation
Statement, have been sent to all stockholders of AspenTech at no
expense to them. The Tender Offer Statement and the
Solicitation/Recommendation Statement are available for free at the
SEC's website at www.sec.gov. Additional copies may be obtained for
free by contacting Emerson or AspenTech. Free copies of these
materials and certain other offering documents are available for
request by mail to Emerson Electric Co., 8027 Forsyth Boulevard,
St. Louis, Missouri 63105
attention: Colleen Mettler, by phone
at (314) 553-2197, or by directing requests for such materials to
the information agent for the offer, Innisfree M&A
Incorporated. Copies of the documents filed with the SEC by
AspenTech are available free of charge under the "Investor
Relations" section of AspenTech's internet website at
http://ir.aspentech.com/.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, the Schedule
13E-3 as well as the Solicitation/Recommendation Statement, Emerson
and AspenTech file annual, quarterly and current reports, proxy
statements and other information with the SEC. Emerson's and
AspenTech's filings with the SEC are also available for free to the
public from commercial document-retrieval services and at the
website maintained by the SEC at www.sec.gov.
Contacts
Investors
Colleen Mettler
314-553-2197
Media
Joseph Sala / Greg Klassen / Connor
Murphy
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
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SOURCE Emerson
