Global technology giant Emerson reaffirmed its $7.2 billion offer to acquire the remaining shares of AspenTech, stating Monday that the deal provides "compelling and certain value" for shareholders. The statement comes in response to Elliott Investment Management, which slammed the offer as undervaluing AspenTech and vowed not to tender its shares.

Elliott Challenges Deal as "Opportunistic"

Elliott, which recently disclosed a $1.5 billion stake in AspenTech, criticized the offer, calling it "highly opportunistic" and arguing that the company is worth significantly more than the proposed $265-per-share cash offer. The activist investor made clear it has "no intention of tendering its shares at the current price."

However, Emerson pushed back, emphasizing that the AspenTech special committee, made up of three independent directors, negotiated the deal over nearly three months. Emerson dismissed Elliott’s stance, stating that the committee has "significantly greater knowledge of AspenTech and its outlook" than a short-term shareholder engaging in merger arbitrage.

Merger Details and Valuation

Emerson, which already owns 57% of AspenTech’s outstanding shares, announced the deal last month. The $7.2 billion offer values AspenTech at an enterprise value of $16.8 billion. Once completed, the acquisition will make AspenTech a wholly owned subsidiary of Emerson, with its shares delisted from Nasdaq. The companies anticipate closing the deal in the first half of 2025.

Legal and Financial Advisers

For the transaction, Emerson is advised by Davis Polk & Wardwell LLP, while AspenTech’s special committee is represented by Skadden Arps Slate Meagher & Flom LLP.

Elliott’s Activist Track Record

Elliott Investment Management has a history of activist interventions, having previously pressured Southwest Airlines, Catalent, and Honeywell, which recently announced a breakup into three separate entities following Elliott’s involvement.

As the standoff between Emerson and Elliott unfolds, shareholders will be closely watching for potential adjustments to the AspenTech deal.