Emerson Electric Files 8-K with Material Agreement Details

TL;DR

EMR filed an 8-K on Jan 27 for Jan 26 events - material agreement entered.

AI Summary

On January 27, 2025, Emerson Electric Co. filed an 8-K report detailing events that occurred on January 26, 2025. The filing indicates the entry into a material definitive agreement and other events, along with financial statements and exhibits. Specific details regarding the nature of the agreement or other events are not provided in this excerpt.

Why It Matters

This filing signals a significant corporate event for Emerson Electric Co., potentially impacting its business operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant financial or operational implications for the company.

Key Players & Entities

• Emerson Electric Co. (company) — Registrant
• January 27, 2025 (date) — Report Date
• January 26, 2025 (date) — Earliest Event Date

FAQ

Key Financial Figures

• $0.50 — e on which registered Common Stock of $0.50 par value per share EMR New York Stoc
• $0.0001 — he "Shares") of common stock, par value $0.0001 per share, of AspenTech, other than any
• $265 — wholly-owned subsidiaries at a price of $265 per Share (the "Offer Price"), net to t
• $221,000,000 — n of a termination fee in the amount of $221,000,000 in the case of certain events described

Filing Documents

• dp223816_8k.htm (8-K) — 52KB
• dp223816_ex0201.htm (EX-2.1) — 475KB
• dp223816_ex9901.htm (EX-99.1) — 21KB
• 0000950103-25-000884.txt ( ) — 885KB
• emr-20250126.xsd (EX-101.SCH) — 4KB
• emr-20250126_def.xml (EX-101.DEF) — 28KB
• emr-20250126_lab.xml (EX-101.LAB) — 37KB
• emr-20250126_pre.xml (EX-101.PRE) — 26KB
• dp223816_8k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 26, 2025, Emerson Electric Co., a Missouri corporation ("Emerson"), entered into an Agreement and Plan of Merger (the "Merger Agreement") among Emerson, Aspen Technology, Inc., a Delaware corporation ("AspenTech"), and Emersub CXV, Inc., a Delaware corporation and a wholly-owned subsidiary of Emerson ("Purchaser"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser will commence a tender offer (the "Offer"), to purchase all of the issued and outstanding shares (the "Shares") of common stock, par value $0.0001 per share, of AspenTech, other than any Shares owned, at the commencement of the Offer, by AspenTech, Emerson, Purchaser or any of their respective wholly-owned subsidiaries at a price of $265 per Share (the "Offer Price"), net to the seller in cash, without interest. Emerson currently owns approximately 57.4% of all of the issued and outstanding Shares. The Offer will initially remain open for a minimum of 20 business days from the date of commencement of the Offer. Unless the Merger Agreement has been terminated in accordance with its terms, (i) Purchaser is required to extend the Offer once if requested by AspenTech for a maximum of 10 business days if all of the conditions to the Offer other than the Unaffiliated Tender Condition (as defined below) have been satisfied, and may in its sole discretion extend the Offer further to satisfy such conditions, and (ii) Purchaser will extend the Offer for the minimum period required by any applicable law or the rules and regulations of the Securities and Exchange Commission (the "SEC"), as is necessary to resolve any comments issued by the SEC, or if any conditions to the Offer (other than the Unaffiliated Tender Condition) have not been satisfied; provided that (x) Purchaser will not be required to extend the Offer beyond the earlier of (A) April 26, 2025 and (B) the valid termination of the Merger

01

Item 8.01 Other Events. On January 27, 2025, Emerson and AspenTech issued a joint press release announcing the entry into the Merger Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibits 2.1 Agreement and Plan of Merger, dated January 26, 2025, by and among Emerson Electric Co., Aspen Technology, Inc. and Emersub CXV, Inc.* 99.1 Joint Press Release, issued January 27, 2025. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Emerson agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Current Report on Form 8-K contains forward-looking that Emerson does not already own that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of the companies and members of their senior management team. Forward-looking statements include, without limitation, and the outlook for the companies' businesses, including, without limitation, future financial results, synergies, growth potential, market profile, business plans and expanded portfolio; the competitive ability and position of the combined company; filings and approvals relating to the proposed transaction the ability to complete the proposed transaction and the timing thereof difficulties or unanticipated expenses in connection with integrating the companies and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: (1) the risk that the non-waivable condition that at least a majority of the AspenTech common stock held by minority stockholders be tendered is not met; (2) the risk that a transaction with AspenTech may not otherwise be consummated; (3)

View Full Filing

View this 8-K filing on SEC EDGAR