Form 4: Aspen Technology Director Thomas Bogan Disposes of Shares in Merger with Emerson Electric Co.
SEC Form 4 Filing
Thomas Bogan, a director at Aspen Technology, disposed of shares and restricted stock units as part of the merger agreement with Emerson Electric Co., receiving $265 per share.
Summary
- Thomas Bogan, a director of Aspen Technology, Inc., filed a Form 4 detailing changes in beneficial ownership.
- The filing reports the disposal of common stock and restricted stock units (RSUs) due to the merger between Aspen Technology and Emerson Electric Co.
- The merger, effective March 12, 2025, involved Emerson Electric Co.'s subsidiary, Emersub CXV, Inc., acquiring Aspen Technology.
- As part of the merger agreement, each outstanding share of Aspen Technology was converted into the right to receive $265 in cash.
- Bogan disposed of 3,209 shares of common stock and 1,251 restricted stock units as a result of the merger.
- Non-employee directors received a cash payment for their RSUs, calculated by multiplying the merger consideration ($265) by the number of shares subject to the RSU.
Sentiment
Score: 7
Explanation: The document reflects a completed merger, which is generally a positive outcome for shareholders who received a cash payout. The sentiment is neutral to slightly positive as it represents the conclusion of a significant corporate event.
Future Outlook
The merger between Aspen Technology and Emerson Electric Co. is complete, with Aspen Technology now operating as a subsidiary of Emerson.
Industry Context
The acquisition of Aspen Technology by Emerson Electric Co. reflects a trend of consolidation in the industrial software and automation space, as larger companies seek to expand their capabilities and market reach.
Comparison to Industry Standards
- Comparable transactions in the software industry often see acquisition prices based on multiples of revenue or EBITDA.
- The $265 per share price represents a premium over Aspen Technology's pre-announcement trading price, which is typical in merger scenarios.
- Other companies in the industrial software space, such as AVEVA and Schneider Electric, have also been involved in significant M&A activity.
Stakeholder Impact
- Shareholders received $265 per share as a result of the merger.
- Employees may experience changes as Aspen Technology integrates with Emerson Electric Co.
Key Dates
| Date | Description |
|---|---|
| January 26, 2025 | Date of the Agreement and Plan of Merger between Aspen Technology, Emerson Electric Co., and Emersub CXV, Inc. |
| March 11, 2025 | Date of transaction involving the disposal of 3,209 shares of common stock. |
| March 12, 2025 | Effective date of the merger, where each share was converted into the right to receive $265 in cash. |
| March 12, 2025 | Date of transaction involving the disposal of 1,251 restricted stock units. |
| March 13, 2025 | Date of signature on the Form 4 filing. |
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