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Company: Aspen Technology (AZPN)
Business: Aspen Technology provides industrial software that focuses on helping customers in asset-intensive industries worldwide. Its software is used in performance engineering, modeling and design, supply chain management, predictive and prescriptive maintenance, digital grid management and industrial data management. The company serves a range of asset-intensive industries, including oil and gas exploration and production; oil and gas processing and distribution; as well as oil and gas refining and marketing.
Stock Market Value: $16.8B ($265.25 per share)
Aspen Technology shares in the past year
Activist: Elliott Investment Management
Ownership: ~9.0%
Average Cost: n/a
Activist Commentary: Elliott is a very successful and astute activist investor. The firm’s team includes analysts from leading tech private equity firms, engineers, operating partners – former technology CEOs and COOs. When evaluating an investment, the firm also hires specialty and general management consultants, expert cost analysts and industry specialists. Elliott often watches companies for many years before investing and have an extensive stable of impressive board candidates. The firm has historically focused on strategic activism in the technology sector and has been very successful with that strategy. However, over the past several years its activism group has grown, and Elliott has been doing a lot more governance-oriented activism and creating value from a board level at a much larger breadth of companies.
What’s happening
On Feb. 7, Elliott announced that it’s taken a $1.5 billion position in Aspen Technology. The firm expressed its disagreement with Aspen’s decision to support a $265 per share tender offer by Emerson Electric, noting that it substantially undervalues the company.
Behind the scenes
Aspen Technology (AZPN) is a global provider of process optimization software solutions designed to manage and optimize plant and process design, operational performance, and supply chain planning. On Nov. 5, 2024, Emerson Electric (EMR), which currently owns approximately 57.4% of Aspen’s outstanding shares, issued a tender offer to acquire all outstanding shares of Aspen not already owned by Emerson at $265 per share. To evaluate this offer, Aspen’s board formed a special committee of three independent and disinterested directors. Ultimately, on Jan. 27, 2025, it was announced that the committee voted unanimously to recommend the transaction for approval. On Feb. 7, Elliott announced that it opposes the tender offer as the firm does not believe it fairly values the company.
Emerson acquired a 55% position in Aspen in 2022 and until May 2024 had a standstill agreement preventing it from acquiring additional stock (it got to 57% through share repurchases by the company). As an insider for 2.5 years, Emerson knows Aspen well and could have made this offer at any time since May. As a controlling shareholder, Emerson has an informational advantage over the public and pursuing a buyout now suggests that it’s strategically timing its move. Notably, it comes after a good quarter where the integration of Emerson’s contributed assets from its 2022 majority investment is starting to take hold, an improvement of margins seems to be on the horizon, particularly with the recent suspension of Aspen’s Russia business, and the seating of the Trump administration (Emerson actually announced its bid on Election Day) bringing with it a more lenient regulatory environment for oil- and chemical-related products.
When Emerson publicly announced its tender offer, Aspen stock was trading at approximately $240 per share, making this a 10% takeover premium that does not come close to accounting for the significant synergies Emerson could get from this transaction. While there are operational and sales synergies of at least $100 per share, what is most valuable to Emerson is access to Aspen’s software and code, which Emerson can only get by acquiring the entire company. There is a clear precedent for this. In January 2023, Schneider Electric closed out its acquisition of Aveva, buying out the remaining 40% of the company – which happens to be Aspen’s smaller peer player. It offered a 41% premium to Aveva’s undisturbed share price before Schneider’s interest was disclosed in August 2022. This is more of a standard premium for these types of transactions and is consistent with the $100 per share of synergies Emerson would get here. This suggests a substantially higher fair price than $265 per share. When looking at all the synergies and integration advantages Emerson has in this transaction, a more reasonable takeout price looks to be north of $350 per share.
As a majority shareholder, Emerson has a lot of control in this situation. Absent an activist investor, this deal likely gets done at $265. Not only does the price seem glaringly low, but the process suggests a sweetheart deal. For example, Aspen’s “independent special committee” that approved this deal was comprised of three directors, two of whom were Emerson’s designated directors on the board. So, Emerson effectively controlled the special committee that was tasked with reviewing the tender offer. Fortunately, in Delaware, where the company is incorporated, a tender offer requires at least 50% of disinterested outstanding shareholders to approve the transaction. This means 21.4% of the remaining shareholders (other than Emerson) need to vote for the deal for it to pass. Elliott has 9%, and if every other shareholder votes (an improbable likelihood), Elliott would just need another 12.4% to block the transaction. If 5% of shareholders do not vote, Elliott would only need an additional 7.4% of votes. Kayne Anderson is the next largest shareholder with 6.5%, so its vote will be important. It should be noted that it is not clear if Elliott’s position is in common stock or swaps (a common practice for the firm) as its actions here would not require the firm to file a 13D. However, in this situation it is not that relevant. If the company were required to get the vote of 50% of disinterested shareholders, Elliott would need to have its position in common stock to vote. However, since in this case the requirement is a tender of 50% of disinterested shares, even if Elliott owns swaps (and assuming the counterparty does not take equity risk), the shares underlying the swaps will not be tendered.
One final note – this is not just a “bumpitrage” situation for Elliott. While the firm would sell to Emerson at a fair price, it owns the stock because it likes Aspen and thinks it is a good investment as a standalone company owned 57% by Emerson. If Emerson does not increase its bid, that does not mean Elliott will tender at the $265 price or any other price it finds insufficient. The firm would likely be happy to own the stock and benefit from the same operational and macro tailwinds that Emerson sees. Moreover, the company just had a strong earnings call, but the stock did not rise past the $265 on the news as the offer price is establishing somewhat of an artificial ceiling. So, this is a situation where if Emerson ups its offer, the stock will go up. If the offer goes away, the artificial ceiling does too, and the stock price could also go up in that situation.
Ken Squire is the founder and president of 13D Monitor, an institutional research service on shareholder activism, and the founder and portfolio manager of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments.
