We are advising Emerson on its acquisition

Davis Polk is advising Emerson Electric Co. on its acquisition of all outstanding shares of common stock of Aspen Technology, Inc. (AspenTech) not already owned by Emerson for $265.00 per share pursuant to an all-cash tender offer. The transaction values the minority stake being acquired at $7.2 billion, and values the total company at a fully diluted market capitalization of $17.0 billion with an enterprise value of $16.8 billion. Emerson currently owns approximately 57% of AspenTech’s outstanding shares of common stock following Emerson’s 55% majority investment completed in 2022. Upon the closing of the transaction, AspenTech will become a wholly owned subsidiary of Emerson, and AspenTech’s common stock will cease to trade on Nasdaq. The transaction is expected to close in the first half of calendar year 2025, subject to the satisfaction of customary closing conditions.

Emerson is a global technology and software company providing innovative solutions for the world’s essential industries. Through its leading automation portfolio, including its majority stake in AspenTech, Emerson helps hybrid, process and discrete manufacturers optimize operations, protect personnel, reduce emissions and achieve their sustainability goals.

AspenTech 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.

The Davis Polk corporate team includes partners Phillip R. Mills and Cheryl Chan and associates Alexander J. Yang, Lily (Zhifan) Zhou and Michael Allen Nakamura. Partner Travis Triano and associate Elizabeth Smith are providing executive compensation advice. Partner Frank Azzopardi is providing intellectual property advice. Partner Michael Mollerus is providing tax advice. Partner Andrew Ditchfield is providing litigation advice. All members of the Davis Polk team are based in the New York office.

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