Aspen Technology Shares Drop as Emerson Declares 'Best and Final' Offer

Aspen Technology, Inc. (AZPN) shares took a tumble on Monday, February 11, 2025, following Emerson Electric Co.'s (EMR) announcement that its $265 per share tender offer for the remaining shares of AspenTech was its "best and final" price. The offer, which values the minority stake at $7.2 billion and the total company at a fully diluted market capitalization of $17.0 billion, has been met with opposition from minority investor Elliott Investment Management L.P.

Emerson's statement, released on February 10, 2025, emphasized that the $265 per share price was actively negotiated over a period of almost three months between Emerson and the AspenTech Special Committee. The Special Committee, comprised of three independent directors, took advice from its independent financial and legal advisors and unanimously recommended the transaction, deeming it superior to AspenTech's standalone prospects.

However, Elliott Investment Management L.P. opposed the deal, stating that the offer is "highly opportunistic and substantially undervalues the Company." Elliott, which manages funds with an investment of more than $1.5 billion in AspenTech, has "no intention of tendering its shares at the current price." This opposition may have contributed to the decline in AspenTech's share price, as investors may be concerned about the potential impact on the deal's completion.

The proposed acquisition is expected to close in the first half of 2025, subject to customary closing conditions, including regulatory approvals and the tender of at least a majority of AspenTech's common shares held by minority shareholders. If the tender offer expires without the majority of the minority condition being met, Emerson has no interest in a disposition or sale of its holdings and will maintain its majority ownership stake in and governance rights related to AspenTech, which will remain a publicly-traded controlled company.



In conclusion, Aspen Technology's share price decline following Emerson's announcement can be attributed to several factors, including the uncertainty surrounding the deal's completion, opposition from minority investors, and market sentiment. Investors considering Aspen Technology's long-term prospects may be hesitant to accept the $265 per share offer, as it appears to be below the company's intrinsic value. However, it is essential to consider the risks and uncertainties associated with the company's future prospects and the potential benefits of accepting the offer, such as the certainty of the cash payment. As the acquisition process unfolds, investors will need to monitor the situation closely and make informed decisions based on the latest developments.