Item 1.01 Entry
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into a Material Definitive Agreement.
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Transaction Agreement and Plan of Merger
On
October 10, 2021, Aspen Technology, Inc. (AspenTech), Emerson Electric Co. (Emerson), EMR Worldwide Inc., a wholly owned subsidiary of Emerson (Emerson Sub), Emersub CX, Inc., a
wholly owned subsidiary of Emerson (New AspenTech), and Emersub CXI, Inc., a direct wholly owned subsidiary of New AspenTech (Merger Subsidiary), entered into a Transaction Agreement and Plan of Merger
(the Transaction Agreement), pursuant to which, among other things, (i) Emerson will contribute $6,014,000,000 in cash (the Emerson Cash Contribution) to New AspenTech in exchange for New AspenTech common
stock, (ii) Emerson Sub will contribute the Echo Business Shares (as defined in the Transaction Agreement) to New AspenTech in exchange for New AspenTech common stock, (iii) Merger Subsidiary will merge with and into AspenTech, with
AspenTech as the surviving corporation (the Surviving Corporation) and becoming a direct wholly owned subsidiary of New AspenTech (the Merger) and (iv) as a result of the Merger, each issued and outstanding
share of AspenTech common stock (subject to certain exceptions) will be converted into the right to receive 0.42 shares of New AspenTech common stock and a per share cash consideration, calculated by dividing the Emerson Cash Contribution by the
number of outstanding shares of AspenTech common stock as of the closing of the transactions contemplated by the Transaction Agreement (the Closing) on a fully diluted basis, which per share cash consideration amount is currently
estimated to be approximately $87 per share of AspenTech common stock (collectively, and together with all the other transactions contemplated by the Transaction Agreement, the Transactions).
Immediately following the Closing, Emerson and Emerson Sub will collectively own 55% of the outstanding New AspenTech common stock (on a fully diluted basis)
and former AspenTech stockholders will own the remaining outstanding New AspenTech common stock. Following the Closing, New AspenTech and its subsidiaries will operate under the name Aspen Technology, Inc.
The Transaction Agreement includes customary representations, warranties and covenants of the parties. Among other things and subject to certain exceptions,
until the earlier of the termination of the Transaction Agreement or the Closing, AspenTech and Emerson have agreed to use their reasonable best efforts to conduct their respective businesses (in Emersons case, the contributed business) in the
ordinary course consistent with past practice. The Transaction Agreement also prohibits AspenTechs solicitation of proposals relating to alternative transactions and restricts AspenTechs ability to furnish information to, or participate
in any discussions or negotiations with, any third party with respect to any such transaction, subject to certain limited exceptions.
The obligation of
the parties to consummate the Transactions is subject to customary conditions, including, among other things, (i) the affirmative vote of the holders of a majority of the outstanding AspenTech common stock, (ii) the approvals under
applicable regulatory and competition laws, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (in each case, without the requirement to take actions that would be reasonably expected to materially and adversely affect Emerson and
its subsidiaries or New AspenTech and its subsidiaries after giving effect of the Transactions) and (iii) the effectiveness of the registration statement on Form S-4 to be filed by New AspenTech with the
Securities and Exchange Commission and the approval of the listing on Nasdaq of the shares of New AspenTech common stock to be issued in the Transactions.
The Transaction Agreement contains certain termination rights for each of Emerson and AspenTech, including the right of each party to terminate the
Transaction Agreement if the Transactions have not been consummated by October 10, 2022. Under the Transaction Agreement, AspenTech is required to pay a termination fee in the amount of $325,000,000 to Emerson in certain events described in the
Transaction Agreement, including if Emerson terminates the Transaction Agreement in the event AspenTechs board of directors changes its recommendation that AspenTechs stockholders approve the Transaction Agreement.
Ancillary Agreements
At the Closing, (i) New
AspenTech, Emerson and Emerson Sub will enter into a stockholders agreement (the Stockholders Agreement), (ii) New AspenTech and Emerson Sub will enter into a registration rights agreement, and (iii) New AspenTech and Emerson
will enter into a tax matters agreement and a transition services agreement. The forms of these agreements