Aspen Technology, Inc. (NASDAQ: AZPN), a global leader in asset
optimization software, today announced, in connection with its
proposed transaction with Emerson (NYSE: EMR), the expiration of
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the “HSR Act”), and antitrust
clearance from the Austrian Federal Competition Authority.
Expiration of the waiting period under the HSR Act and Austrian
antitrust approval satisfy two conditions to the closing of the
pending transaction, which was announced on October 11, 2021. The
transaction remains subject to approval by AspenTech shareholders,
antitrust approval in Russia and South Korea, and other customary
closing conditions. The closing of the transaction is expected to
occur in the second calendar quarter of 2022.
About Aspen Technology
Aspen Technology (AspenTech) is a global leader in asset
optimization software. Its solutions address complex, industrial
environments where it is critical to optimize the asset design,
operation and maintenance lifecycle. AspenTech uniquely combines
decades of process modelling expertise with artificial
intelligence. Its purpose-built software platform automates
knowledge work and builds sustainable competitive advantage by
delivering high returns over the entire asset lifecycle. As a
result, companies in capital-intensive industries can maximize
uptime and push the limits of performance, running their assets
safer, greener, longer and faster. Visit AspenTech.com to find out
more.
© 2021 Aspen Technology, Inc. AspenTech, aspenONE®, the Aspen
leaf logo, Aspen GDOT™, and Aspen Unscrambler™ are trademarks of
Aspen Technology, Inc. All rights reserved.
Additional Information and Where to Find It
In connection with the proposed transaction between Emerson
Electric Co. (“Emerson”) and Aspen Technology, Inc. (“AspenTech”),
a subsidiary of Emerson, Emersub CX, Inc. (“New AspenTech”), will
prepare and file with the Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4 that will include a
combined proxy statement/prospectus of New AspenTech and AspenTech
(the “Combined Proxy Statement/Prospectus”). AspenTech and New
AspenTech will prepare and file the Combined Proxy
Statement/Prospectus with the SEC, and AspenTech will mail the
Combined Proxy Statement/Prospectus to its stockholders and file
other documents regarding the proposed transaction with the SEC.
This communication is not a substitute for any proxy statement,
registration statement, proxy statement/prospectus or other
documents AspenTech and/or New AspenTech may file with the SEC in
connection with the proposed transaction. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, INVESTORS, SECURITY HOLDERS OF EMERSON AND
SECURITY HOLDERS OF ASPENTECH ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THE COMBINED PROXY STATEMENT/PROSPECTUS WHEN IT
BECOMES AVAILABLE AND THE OTHER DOCUMENTS THAT ARE FILED OR WILL BE
FILED BY ASPENTECH OR NEW ASPENTECH WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH
THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
RELATED MATTERS. Investors and security holders will be able to
obtain free copies of the Combined Proxy Statement/Prospectus and
other documents filed with the SEC by AspenTech and/or New
AspenTech without charge through the website maintained by the SEC
at www.sec.gov or by contacting the
investor relations department of Emerson or AspenTech:
Emerson
AspenTech
8000 West Florissant Avenue, P.O. Box
4100
20 Crosby Drive
St. Louis, MO 63136
www.emerson.com/en-us/investors
Colleen Mettler, Vice President, Investor
Relations
(314) 553-2197
investor.relations@emerson.com
Bedford, MA 01730
http://ir.aspentech.com/
Brian Denyeau
ICR
Brian.Denyeau@icrinc.com
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to subscribe for, buy
or sell, the solicitation of an offer to subscribe for, buy or sell
or an invitation to subscribe for, buy or sell any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to or in connection with the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with
applicable law.
Participants in the Solicitation
Emerson, AspenTech, New AspenTech and certain of their
respective directors and executive officers and other members of
their respective management and employees may be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of proxies in connection with the proposed
transaction, including a description of their direct or indirect
interests in the transaction, by security holdings or otherwise,
will be set forth in the Combined Proxy Statement/Prospectus and
other relevant materials when it is filed with the SEC. Information
regarding the directors and executive officers of Emerson is
contained in Emerson’s proxy statement for its 2021 annual meeting
of stockholders, filed with the SEC on December 11, 2020, its
Annual Report on Form 10-K for the year ended September 30, 2020,
which was filed with the SEC on November 16, 2020 and certain of
its Current Reports filed on Form 8-K. Information regarding the
directors and executive officers of AspenTech is contained in
AspenTech’s proxy statement for its December 10, 2021 annual
meeting of stockholders, filed with the SEC on October 28, 2021,
and in its Annual Report on Form 10-K for the year ended June 30,
2021, which was filed with the SEC on August 18, 2021 and certain
of its Current Reports filed on Form 8-K. These documents can be
obtained free of charge from the sources indicated above.
Caution Concerning Forward-Looking Statements
This communication contains “forward-looking” statements as that
term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended by the Private Securities Litigation Reform Act of 1995.
All statements, other than historical facts, are forward-looking
statements, including: statements regarding the expected timing and
structure of the proposed transaction; the ability of the parties
to complete the proposed transaction considering the various
closing conditions; the expected benefits of the proposed
transaction, such as improved operations, enhanced revenues and
cash flow, synergies, growth potential, market profile, business
plans, expanded portfolio and financial strength; the competitive
ability and position of New AspenTech following completion of the
proposed transaction; legal, economic and regulatory conditions;
and any assumptions underlying any of the foregoing.
Forward-looking statements concern future circumstances and results
and other statements that are not historical facts and are
sometimes identified by the words “may,” “will,” “should,”
“potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,”
“estimate,” “overestimate,” “underestimate,” “believe,” “plan,”
“could,” “would,” “project,” “predict,” “continue,” “target” or
other similar words or expressions or negatives of these words, but
not all forward-looking statements include such identifying words.
Forward-looking statements are based upon current plans, estimates
and expectations that are subject to risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. We can give no
assurance that such plans, estimates or expectations will be
achieved and therefore, actual results may differ materially from
any plans, estimates or expectations in such forward-looking
statements.
Important factors that could cause actual results to differ
materially from such plans, estimates or expectations include,
among others: (1) that one or more closing conditions to the
transaction, including certain regulatory approvals, may not be
satisfied or waived, on a timely basis or otherwise, including that
a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the proposed transaction, may
require conditions, limitations or restrictions in connection with
such approvals or that the required approval by the stockholders of
AspenTech may not be obtained; (2) the risk that the proposed
transaction may not be completed in the time frame expected by
Emerson, AspenTech or New AspenTech, or at all; (3) unexpected
costs, charges or expenses resulting from the proposed transaction;
(4) uncertainty of the expected financial performance of New
AspenTech following completion of the proposed transaction; (5)
failure to realize the anticipated benefits of the proposed
transaction, including as a result of delay in completing the
proposed transaction or integrating the industrial software
business of Emerson with the business of AspenTech; (6) the ability
of New AspenTech to implement its business strategy; (7)
difficulties and delays in achieving revenue and cost synergies of
New AspenTech; (8) inability to retain and hire key personnel; (9)
the occurrence of any event that could give rise to termination of
the proposed transaction; (10) potential litigation in connection
with the proposed transaction or other settlements or
investigations that may affect the timing or occurrence of the
contemplated transaction or result in significant costs of defense,
indemnification and liability; (11) evolving legal, regulatory and
tax regimes; (12) changes in economic, financial, political and
regulatory conditions, in the United States and elsewhere, and
other factors that contribute to uncertainty and volatility,
natural and man-made disasters, civil unrest, pandemics (e.g., the
coronavirus (COVID-19) pandemic (the “COVID-19 pandemic”)),
geopolitical uncertainty, and conditions that may result from
legislative, regulatory, trade and policy changes associated with
the current or subsequent U.S. administration; (13) the ability of
Emerson, AspenTech and New AspenTech to successfully recover from a
disaster or other business continuity problem due to a hurricane,
flood, earthquake, terrorist attack, war, pandemic, security
breach, cyber-attack, power loss, telecommunications failure or
other natural or man-made event, including the ability to function
remotely during long-term disruptions such as the COVID-19
pandemic; (14) the impact of public health crises, such as
pandemics (including the COVID-19 pandemic) and epidemics and any
related company or governmental policies and actions to protect the
health and safety of individuals or governmental policies or
actions to maintain the functioning of national or global economies
and markets, including any quarantine, “shelter in place,” “stay at
home,” workforce reduction, social distancing, shut down or similar
actions and policies; (15) actions by third parties, including
government agencies; (16) potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the transaction; (17) the risk that disruptions from
the proposed transaction will harm Emerson’s and AspenTech’s
business, including current plans and operations; (18) certain
restrictions during the pendency of the acquisition that may impact
Emerson’s or AspenTech’s ability to pursue certain business
opportunities or strategic transactions; (19) Emerson’s,
AspenTech’s and New AspenTech’s ability to meet expectations
regarding the accounting and tax treatments of the proposed
transaction; and (20) other risk factors as detailed from time to
time in Emerson’s and AspenTech’s reports filed with the SEC,
including Emerson’s and AspenTech’s annual report on Form 10-K,
periodic quarterly reports on Form 10-Q, periodic current reports
on Form 8-K and other documents filed with the SEC. These risks, as
well as other risks associated with the proposed transaction, will
be more fully discussed in the Combined Proxy Statement/Prospectus.
While the list of factors presented here is, and the list of
factors to be presented in the Combined Proxy Statement/Prospectus
will be, considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements.
Any forward-looking statements speak only as of the date of this
communication. Neither Emerson, AspenTech nor New AspenTech
undertakes any obligation to update any forward-looking statements,
whether as a result of new information or development, future
events or otherwise, except as required by law. Readers are
cautioned not to place undue reliance on any of these
forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211202005891/en/
Media Contact Len Dieterle Aspen Technology +1 781-221-4291
len.dieterle@aspentech.com
Investor Contact Brian Denyeau ICR +1 646-277-1251
brian.denyeau@icrinc.com
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