AspenTech Announces Intent to Acquire KBC
Proposed transaction combines leading software and consultancy to drive significant value creation for oil & gas industry
The transaction will be funded by cash on hand of approximately
The proposed acquisition will be implemented by means of a scheme of
arrangement under the UK Companies Act 2006 and is therefore subject to
the approval of KBC shareholders and the
KBC is a leading provider of strategic consulting and software to the oil and gas industry, focused on operational excellence and profit improvement for oil refining, refinery-integrated petrochemicals and oil production assets. KBC has two main areas of business focus:
KBC Consulting, which provides a unique combination of management and engineering consulting focused on operational excellence and profit improvement for refinery and refinery-integrated petrochemicals. KBC’s consultants have deep domain expertise and extensive C-level customer relationships, which is expected to increase AspenTech’s mindshare among these key decision makers.
- KBC Technology, which is comprised of a software portfolio of process unit reactor models and refinery-wide simulation software that is complementary to AspenTech’s existing suite of solutions.
AspenTech believes the strategic rationale for the proposed acquisition of KBC is compelling:
- Strengthens C-level relationships: KBC’s world-class consulting services would enhance AspenTech’s ability to serve as a trusted advisor to customers.
- Drives increased usage and adoption: KBC’s highly differentiated consulting capabilities represent a unique opportunity for AspenTech to drive software adoption and increase client engagement, particularly in developing markets.
- Adds complementary software portfolio: KBC would add new and complementary technology, including in refinery operations and reactor modeling, enabling further innovation in refining as well as upstream markets.
- Accelerates asset optimization strategy: KBC would accelerate AspenTech’s holistic asset optimization strategy, which is expected to generate significant value for AspenTech’s customers through improved capital and operating efficiency.
- Consistent with capital allocation strategy: The acquisition of KBC is a measured use of AspenTech’s financing capacity for strategic M&A, which is one of the components of AspenTech’s capital allocation strategy.
“In addition, we believe combining KBC’s industry leading reactor software models with AspenTech’s strength in engineering design will create a highly differentiated solution for the refining industry. Also, KBC’s software assets will meaningfully accelerate the build out of our vertical-specific analytics solutions,” Pietri added. “KBC’s domain expertise and software will be important additions to our asset optimization strategy, which focuses on driving improved capital and operational efficiency for owner-operators across an asset’s entire lifecycle. Acquiring KBC will enhance AspenTech’s ability to capitalize on its market opportunity and leadership position and generate substantial value for our customers.”
J.P. Morgan is acting as exclusive financial advisor to AspenTech in
connection with the acquisition and has committed to provide credit
facilities to finance the acquisition.
Conference Call and Webcast
AspenTech will host a conference call and webcast today,
The live dial-in number is (866) 604-6127 or (706) 634-5625, conference
ID code 24843348. Interested parties may also listen to a live webcast
of the call by logging on to the Investor Relations section of
AspenTech’s website, http://www.aspentech.com/corporate/investor.cfm,
and clicking on the “webcast” link. A replay of the call will be
archived on AspenTech’s website and will also be available via telephone
at (855) 859-2056 or (404) 537-3406, conference ID code 24843348,
AspenTech is a leading supplier of software that optimizes process manufacturing – for energy, chemicals, engineering and construction, and other industries that manufacture and produce products from a chemical process. With integrated aspenONE solutions, process manufacturers can implement best practices for optimizing their engineering, manufacturing and supply chain operations. As a result, AspenTech customers are better able to increase capacity, improve margins, reduce costs and become more energy efficient. To see how the world’s leading process manufacturers rely on AspenTech to achieve their operational excellence goals, visit www.aspentech.com.
This release contains “forward-looking” statements concerning future
events and financial performance. These forward-looking statements
include statements regarding AspenTech's proposed acquisition of KBC
(including financing of the proposed transaction and the benefits,
results, effects and timing of a transaction), all statements regarding
KBC’s (and AspenTech's and KBC's combined) expected future business
strategy, competitive positions, growth opportunities, plans and
objectives of management, and statements containing the use of
forward-looking words such as “expects,” “believes,” “plans,” “will” and
similar expressions. Such statements are subject to risks and
uncertainties, which could cause actual results to differ materially
from those expressed or implied. Risks and uncertainties related to the
proposed acquisition include the risk that KBC's stockholders do not
approve the acquisition, potential adverse reactions or changes to
business relationships resulting from the announcement, pendency or
completion of the acquisition, uncertainties as to the timing of the
acquisition, the possibility that the closing conditions to the proposed
acquisition may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant a necessary
approval, adverse effects on AspenTech's stock price resulting from the
announcement or completion of the acquisition, competitive responses to
the announcement or completion of the acquisition, costs and
difficulties related to the integration of KBC's businesses and
operations with AspenTech's businesses and operations, the inability to
obtain, or delays in obtaining, cost savings and synergies from the
acquisition, uncertainties as to whether the completion of the
acquisition or any transaction will have the accretive effect on
AspenTech's earnings or cash flows that it expects, unexpected costs,
liabilities, charges or expenses resulting from the acquisition,
litigation relating to the acquisition, the inability to retain key
personnel, and any changes in general economic and/or industry-specific
conditions. Other factors that may affect AspenTech's plans, results or
stock price are set forth in its filings with the