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EMERSON ELECTRIC CO 8-K Report, Corporate Update (Mar 12, 2025)

Reports
Other Events
Filing Date
Filed March 12, 2025
Period End
March 11, 2025
Security
EMR
In the record · 2016–202610-K1010-Q338-K163

EMR filed 10 annual reports (10-K), 33 quarterly reports (10-Q) and 163 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Apr ’17Apr ’17
  2. Leadership change8-K · Nov ’19Nov ’19
  3. Material agreement8-K · Dec ’21Dec ’21
  4. Leadership change8-K · May ’26May ’26

01—Abstract

Summary

Summary of the 8-K filed March 12, 2025. Cited figures are marked; the original filing is the authoritative source.

Emerson Electric Co. (EMR) has successfully completed its acquisition of Aspen Technology, Inc. (AspenTech) on March 12, 2025.

This follows the tender offer that commenced on February 10, 2025, where Emerson's subsidiary, Emersub CXV, Inc., offered to purchase all outstanding shares of AspenTech for $265a per share in cash. The tender offer successfully garnered significant shareholder support, with approximately 72% of outstanding shares being validly tendered and accepted for payment. The completion of the tender offer paved the way for a subsequent merger, where AspenTech became the surviving corporation.

All remaining eligible AspenTech shares were converted into the right to receive the same $265b per share cash payment. This strategic acquisition marks a significant development for Emerson, integrating AspenTech's capabilities and expanding its market presence.

02—Key points

Key Highlights

  1. Emerson Electric Co. has finalized the acquisition of Aspen Technology, Inc. as of March 12, 2025.
  2. The acquisition was completed through a tender offer followed by a merger under Delaware General Corporation Law.
  3. The offer price for AspenTech shares was $265 per share, payable in cash.
  4. Approximately 72% of AspenTech's outstanding shares were validly tendered and accepted in the offer.
  5. The tender offer satisfied all conditions, including a minimum tender threshold.
  6. AspenTech will survive the merger as a wholly owned subsidiary of Emerson Electric Co.
  7. All remaining eligible AspenTech shares not acquired in the tender offer were converted to receive the same cash consideration.

03—Questions

Frequently Asked Questions

  1. What was the total value of the acquisition?

    The filing does not explicitly state the total dollar value of the acquisition. However, it details that Emerson offered $265 per share in cash for AspenTech's common stock and that approximately 72% of the outstanding shares were tendered. To calculate the total value, one would need the total number of outstanding shares of AspenTech prior to the acquisition and subtract shares held by Emerson or its subsidiaries.

  2. When did the tender offer for AspenTech shares expire?

    The tender offer for AspenTech shares expired at 5:00 p.m. Eastern Time on March 11, 2025.

  3. What happens to AspenTech's public shareholders who did not tender their shares?

    Shareholders who did not tender their shares in the offer and whose shares were not held by Emerson or its subsidiaries, or tendered in the offer, will have their shares converted into the right to receive $265 per share in cash, subject to any required tax withholdings. This also excludes shares held by shareholders who have properly exercised appraisal rights under Delaware law.

  4. Will AspenTech continue to be a publicly traded company?

    No, AspenTech has been acquired by Emerson Electric Co. and will operate as a wholly owned subsidiary following the merger. Its shares will no longer be publicly traded.

04—Continue

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