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Emerson Electric logoEmerson Electric EMR

The company said it entered into a Merger Agreement with January 26, 2025 AspenTech and others, and that on February 10, 2025 Purchaser commenced a tender offer to buy all outstanding AspenTech common shares at $265 per share in cash (the Offer Price).

8-KEntry into a Material Definitive AgreementFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said it entered into a Merger Agreement with January 26, 2025 AspenTech and others, and that on February 10, 2025 Purchaser commenced a tender offer to buy all outstanding AspenTech common shares at $265 per share in cash (the Offer Price).

  2. Emerson said it entered into a Letter with Parent, Purchaser and AspenTech on March 7, 2025, extending the initial expiration time to 5 p.m. Eastern Time on March 11, 2025. The original expiration time was 11 p.m. 59 minutes 1 minutes after March 10, 2025.

  3. The company said the Letter confirms that if there are no unresolved SEC comments and the Offer Conditions, other than certain excluded conditions, have been satisfied or waived, Purchaser must extend the Offer for up to ten Business Days when AspenTech requests it, provided AspenTech makes this request no more than 1 time(s).

  4. The company said Purchaser is not obligated to extend the Offer beyond the earlier of April 26, 2025 and the valid termination of the Merger Agreement, and that the non-waivable condition requiring a majority of minority-held shares to be tendered cannot be waived.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Tender Offer for AspenTech Shares Conditions

The company said it entered into a Merger Agreement with January 26, 2025 AspenTech and others, and that on February 10, 2025 Purchaser commenced a tender offer to buy all outstanding AspenTech common shares at $265 per share in cash (the Offer Price).

Source · Based on the filing body and exhibits

Extension of Tender Offer Period

Emerson said it entered into a Letter with Parent, Purchaser and AspenTech on March 7, 2025, extending the initial expiration time to 5 p.m. Eastern Time on March 11, 2025. The original expiration time was 11 p.m. 59 minutes 1 minutes after March 10, 2025.

Source · Based on the filing body and exhibits

Additional Extension Conditions at AspenTech's Request

The company said the Letter confirms that if there are no unresolved SEC comments and the Offer Conditions, other than certain excluded conditions, have been satisfied or waived, Purchaser must extend the Offer for up to ten Business Days when AspenTech requests it, provided AspenTech makes this request no more than 1 time(s).

Source · Based on the filing body and exhibits

Extension Limit and Remaining Conditions

The company said Purchaser is not obligated to extend the Offer beyond the earlier of April 26, 2025 and the valid termination of the Merger Agreement, and that the non-waivable condition requiring a majority of minority-held shares to be tendered cannot be waived.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.