Ademi LLP is investigating AspenTech (NASDAQ: AZPN) for possible breaches of fiduciary duty and other violations of law in its transaction with Emerson.
In the tender offer transaction, AspenTech stockholders will receive only $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. AspenTech insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for AspenTech by imposing a significant penalty if AspenTech accepts a competing bid. We are investigating the conduct of AspenTech’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.