Aspen Technology, Inc. ( AZPN ) shares are trading higher premarket on Monday after the company inked a deal to be acquired by Emerson Electric Company ( EMR ) in an all-cash tender offer for $265 per share.

Emerson will make a tender offer to acquire all outstanding shares of AspenTech that it does not own, valuing the minority stake at $7.2 billion and valuing the total company at a fully diluted market capitalization of $17.0 billion with an enterprise value of $16.8 billion.

Emerson currently owns 57% of AspenTech’s shares following its 55% majority investment in 2022.

This will followed by a merger in which any untendered shares will also be converted into the right to receive $265.00 per share in cash.

The offer is contingent upon at least a majority of AspenTech’s common shares held by minority shareholders being tendered.

The transaction is expected to close in the first half of 2025, subject to customary closing conditions.

Emerson plans to finance the deal through a combination of cash on hand and debt. Post closure, AspenTech’s common stock will be delisted from NASDAQ. Upon completion, AspenTech will become a wholly owned subsidiary of Emerson.

The transaction has been unanimously recommended for approval by a special committee of AspenTech’s Board of Directors formed to evaluate Emerson’s non-binding proposal made on November 5, 2024.

Notably, in November, Emerson proposed acquiring all remaining shares of Aspen Technology ( AZPN ), which implied a fully diluted market capitalization of $15.3 billion and an Enterprise Value of $15.1 billion.

That time, Emerson’s proposal of $240 per share offered a 35% premium over AspenTech’s undisturbed share price of $177.84 on August 6, and an 8% premium above its 52-week high of $221.94 through August 6.

Emerson held cash and equivalents of $8.05 billion as of September.

Aspen plans to release second quarter FY25 results on Tuesday, February 4, 2025.

Investors can gain exposure to AspenTech via ProShares S&P Kensho Smart Factories ETF ( MAKX ) and FM Focus Equity ETF ( FMCX ) .

Price Action: AZPN shares are up 3.07 % at $262.99 premarket at the last check Monday.

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