Aspen Technology (AZPN) SC 13E3/A Going private transaction (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

ASPEN TECHNOLOGY, INC.

(Name of Subject Company (Issuer))

EMERSUB CXV, INC.

a wholly owned subsidiary of

EMERSON ELECTRIC CO.

(Names of Filing Persons (Offeror))

EMR HOLDINGS, INC.

EMR WORLDWIDE INC.

EMR US HOLDINGS LLC

(Names of Filing Persons (Other Persons))

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

29109X106

(Cusip Number of Class of Securities)

Michael Tang

Senior Vice President, Secretary & Chief Legal Officer

Emerson Electric Co.

8027 Forsyth Boulevard

St. Louis, MO 63105

314-553-2000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Phillip R. Mills

Cheryl Chan

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

212-450-4000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒	third-party tender offer subject to Rule 14d-1.
☐	issuer tender offer subject to Rule 13e-4.
☒	going-private transaction subject to Rule 13e-3.
☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, filed by Emersub CXV, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), Emerson Electric Co., a Missouri corporation (“Parent”), EMR Holdings, Inc., a Delaware corporation, EMR Worldwide Inc., a Delaware corporation, and EMR US Holdings LLC, a Delaware limited liability company, on February 10, 2025 (the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.0001 per share (“Shares”), of Aspen Technology, Inc., a Delaware corporation (“AspenTech”), at a price per Share of $265.00, net to the seller in cash, without interest (the “Offer Price”), and subject to any withholding of taxes, upon the terms and subject to the conditions described in the Offer to Purchase dated February 10, 2025 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”), copies of which are incorporated by reference to Exhibits (a)(1)(i) and (a)(1)(ii) of the Schedule TO respectively.

The information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated by reference in response to all of the items of the Schedule TO, including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in the Schedule TO, and is supplemented by the information specifically provided herein.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Index No.
(a)(5)(vi)	Emerson Press Release, dated February 10, 2025.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2025

EMERSON ELECTRIC CO.
By:	/s/ John A. Sperino
	Name:	John A. Sperino
	Title:	Vice President and Assistant Secretary
EMR HOLDINGS, INC.
By:	/s/ John A. Sperino
	Name:	John A. Sperino
	Title:	Vice President and Secretary
EMR WORLDWIDE INC.
By:	/s/ John A. Sperino
	Name:	John A. Sperino
	Title:	President and Secretary
EMR US HOLDINGS LLC
By:	/s/ John A. Sperino
	Name:	John A. Sperino
	Title:	Authorized Signatory
EMERSUB CXV, INC.
By:	/s/ John A. Sperino
	Name:	John A. Sperino
	Title:	Vice President and Secretary