Activist Elliott takes a stake in Aspen Know-how and pushes again on a proposal from Emerson

Enterprise: Aspen Know-how offers industrial software program that focuses on serving to prospects in asset-intensive industries worldwide. Its software program is utilized in efficiency engineering, modeling and design, provide chain administration, predictive and prescriptive upkeep, digital grid administration and industrial knowledge administration. The corporate serves a variety of asset-intensive industries, together with oil and gasoline exploration and manufacturing; oil and gasoline processing and distribution; in addition to oil and gasoline refining and advertising and marketing.

Inventory Market Worth: $16.8B ($265.25 per share)

Possession: ~9.0%

Common Price: n/a

Activist Commentary: Elliott is a really profitable and astute activist investor. The agency’s workforce contains analysts from main tech non-public fairness corporations, engineers, working companions – former know-how CEOs and COOs. When evaluating an funding, the agency additionally hires specialty and basic administration consultants, knowledgeable value analysts and business specialists. Elliott usually watches corporations for a few years earlier than investing and have an in depth steady of spectacular board candidates. The agency has traditionally targeted on strategic activism within the know-how sector and has been very profitable with that technique. Nonetheless, over the previous a number of years its activism group has grown, and Elliott has been doing much more governance-oriented activism and creating worth from a board degree at a a lot bigger breadth of corporations.

On Feb. 7, Elliott introduced that it is taken a $1.5 billion place in Aspen Know-how. The agency expressed its disagreement with Aspen’s choice to assist a $265 per share tender provide by Emerson Electrical, noting that it considerably undervalues the corporate.

Aspen Know-how (AZPN) is a world supplier of course of optimization software program options designed to handle and optimize plant and course of design, operational efficiency, and provide chain planning. On Nov. 5, 2024, Emerson Electrical (EMR), which at the moment owns roughly 57.4% of Aspen’s excellent shares, issued a young provide to accumulate all excellent shares of Aspen not already owned by Emerson at $265 per share. To guage this provide, Aspen’s board fashioned a particular committee of three impartial and disinterested administrators. Finally, on Jan. 27, 2025, it was introduced that the committee voted unanimously to advocate the transaction for approval. On Feb. 7, Elliott introduced that it opposes the tender provide because the agency doesn’t consider it pretty values the corporate.

Emerson acquired a 55% place in Aspen in 2022 and till Might 2024 had a standstill settlement stopping it from buying further inventory (it bought to 57% by means of share repurchases by the corporate). As an insider for two.5 years, Emerson is aware of Aspen properly and will have made this provide at any time since Might. As a controlling shareholder, Emerson has an informational benefit over the general public and pursuing a buyout now means that it is strategically timing its transfer. Notably, it comes after a superb quarter the place the combination of Emerson’s contributed belongings from its 2022 majority funding is beginning to take maintain, an enchancment of margins appears to be on the horizon, notably with the latest suspension of Aspen’s Russia enterprise, and the seating of the Trump administration (Emerson truly introduced its bid on Election Day) bringing with it a extra lenient regulatory setting for oil- and chemical-related merchandise.

When Emerson publicly introduced its tender provide, Aspen inventory was buying and selling at roughly $240 per share, making this a ten% takeover premium that doesn’t come near accounting for the numerous synergies Emerson might get from this transaction. Whereas there are operational and gross sales synergies of not less than $100 per share, what’s most beneficial to Emerson is entry to Aspen’s software program and code, which Emerson can solely get by buying the complete firm. There’s a clear precedent for this. In January 2023, Schneider Electrical closed out its acquisition of Aveva, shopping for out the remaining 40% of the corporate – which occurs to be Aspen’s smaller peer participant. It provided a 41% premium to Aveva’s undisturbed share value earlier than Schneider’s curiosity was disclosed in August 2022. That is extra of a regular premium for most of these transactions and is in step with the $100 per share of synergies Emerson would get right here. This means a considerably increased truthful value than $265 per share. When taking a look at all of the synergies and integration benefits Emerson has on this transaction, a extra affordable takeout value seems to be north of $350 per share.

As a majority shareholder, Emerson has a variety of management on this scenario. Absent an activist investor, this deal possible will get executed at $265. Not solely does the worth appear obviously low, however the course of suggests a sweetheart deal. For instance, Aspen’s “impartial particular committee” that authorized this deal was comprised of three administrators, two of whom have been Emerson’s designated administrators on the board. So, Emerson successfully managed the particular committee that was tasked with reviewing the tender provide. Luckily, in Delaware, the place the corporate is integrated, a young provide requires not less than 50% of disinterested excellent shareholders to approve the transaction. This implies 21.4% of the remaining shareholders (aside from Emerson) must vote for the deal for it to cross. Elliott has 9%, and if each different shareholder votes (an unbelievable probability), Elliott would simply want one other 12.4% to dam the transaction. If 5% of shareholders don’t vote, Elliott would solely want a further 7.4% of votes. Kayne Anderson is the subsequent largest shareholder with 6.5%, so its vote might be essential. It needs to be famous that it’s not clear if Elliott’s place is in widespread inventory or swaps (a standard apply for the agency) as its actions right here wouldn’t require the agency to file a 13D. Nonetheless, on this scenario it’s not that related. If the corporate have been required to get the vote of fifty% of disinterested shareholders, Elliott would want to have its place in widespread inventory to vote. Nonetheless, since on this case the requirement is a young of fifty% of disinterested shares, even when Elliott owns swaps (and assuming the counterparty doesn’t take fairness danger), the shares underlying the swaps won’t be tendered.

One last notice – this isn’t only a “bumpitrage” scenario for Elliott. Whereas the agency would promote to Emerson at a good value, it owns the inventory as a result of it likes Aspen and thinks it’s a good funding as a standalone firm owned 57% by Emerson. If Emerson doesn’t improve its bid, that doesn’t imply Elliott will tender on the $265 value or another value it finds inadequate. The agency would possible be glad to personal the inventory and profit from the identical operational and macro tailwinds that Emerson sees. Furthermore, the corporate simply had a robust earnings name, however the inventory didn’t rise previous the $265 on the information because the provide value is establishing considerably of a synthetic ceiling. So, it is a scenario the place if Emerson ups its provide, the inventory will go up. If the provide goes away, the factitious ceiling does too, and the inventory value might additionally go up in that scenario.

Ken Squire is the founder and president of 13D Monitor, an institutional analysis service on shareholder activism, and the founder and portfolio supervisor of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments.