Delaware | | | 7371 | | | 87-3100817 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Phillip R. Mills Marc O. Williams Cheryl Chan Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212-450-4000 | | | Frederic G. Hammond Senior Vice President, General Counsel and Secretary Aspen Technology, Inc. 20 Crosby Drive Bedford, MA 01730 781-221-6400 | | | Graham Robinson Chadé Severin Skadden, Arps, Slate, Meagher & Flom LLP 500 Boylston Street Boston, MA 02116 617-573-4800 |
Large accelerated filer ☐ | | | Accelerated filer ☐ |
Non-accelerated filer ☒ (Do not check if a smaller reporting company) | | | Smaller reporting company ☐ |
| | Emerging growth company ☐ |
Title of each class of securities to be registered | | | Amount to be registered | | | Proposed maximum offering price per unit | | | Proposed maximum Aggregate offering price | | | Amount of registration fee |
Common Stock | | | 28,800,914(1) | | | N/A | | | $4,321,843,721.70(2) | | | $400,634.91(3) |
(1) | Represents the maximum number of shares of Common Stock of Emersub CX, Inc. issuable upon the completion of the transactions described in this registration statement based on (x) the number of shares of common stock of Aspen Technology, Inc. issued and outstanding as of January 5, 2022, and an estimate as of January 5, 2022 of the maximum number of shares of common stock of Aspen Technology, Inc. issuable pursuant to the exercise of outstanding options or settlement of restricted stock units of Aspen Technology Inc., collectively equal to 68,573,604, multiplied by (y) the exchange ratio of 0.42 shares of Common Stock of Emersub CX, Inc. for each share of common stock of Aspen Technology, Inc. |
(2) | Estimated solely for purposes of calculating the amount of the registration fee and computed pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act, the proposed maximum aggregate offering price is $4,321,843,721.70. Such amount equals (i) the product of $148.175, the average of the high and the low prices of shares of common stock of Aspen Technology, Inc., as reported on NASDAQ on January 7, 2022, and 68,573,604, the sum of the number of shares of common stock of Aspen Technology, Inc. issued and outstanding as of January 5, 2022 and the estimated maximum number of shares of common stock of Aspen Technology, Inc. issuable pursuant to the exercise of outstanding options or settlement of restricted stock units of Aspen Technology Inc., minus (ii) $5,839,050,051, the expected aggregate cash amount payable to holders of shares of common stock of Aspen Technology, Inc. upon the completion of the transactions described in this registration statement. |
(3) | Calculated pursuant to Rule 457(f) of the Securities Act to be $400,634.91 by multiplying the proposed maximum aggregate offering price by 0.0000927. |
• | a proposal to adopt the Transaction Agreement and approve the Transactions, including the Merger; |
• | a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to AspenTech’s named executive officers in connection with the Transactions, including the Merger; and |
• | a proposal to adjourn AspenTech’s special meeting if AspenTech determines it is necessary or advisable to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to adopt the Transaction Agreement. |
| | Sincerely, | |
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| | /s/ Antonio Pietri | |
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| | Antonio Pietri | |
| | President and Chief Executive Officer | |
| | Aspen Technology, Inc. |
1. | To consider and vote on a proposal to adopt the Transaction Agreement and Plan of Merger (as it may be amended from time to time, the “Transaction Agreement”), dated October 10, 2021, among Aspen Technology, Inc. (“AspenTech”), Emerson Electric Co. (“Emerson”), EMR Worldwide Inc., a wholly owned subsidiary of Emerson, Emersub CX, Inc., a wholly owned subsidiary of Emerson (“Newco”), and Emersub CXI, Inc., a wholly owned subsidiary of Newco (“Merger Sub”), and approve the transactions contemplated by the Transaction Agreement, including the merger of Merger Sub with and into AspenTech (collectively, the “Transactions”). |
2. | To consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to AspenTech’s named executive officers in connection with the Transactions. |
3. | To consider and vote on a proposal to approve the adjournment of the special meeting if AspenTech determines that it is necessary or advisable to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to adopt the Transaction Agreement. |
4. | To transact any other business properly brought before the special meeting and any adjournment or postponement thereof, in each case, by or at the direction of the AspenTech board of directors. |
| | By Order of the Board of Directors | |
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| | /s/ Frederic G. Hammond | |
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| | Frederic G. Hammond | |
| | Senior Vice President, General Counsel and Secretary | |
| | Aspen Technology, Inc. |
• | by telephone, by calling the toll-free number +1 (800) 690-6903 and following the recorded instructions; |
• | by accessing the Internet website at www.proxyvote.com and following the instructions on the website; or |
• | by mail, by indicating their vote on each proxy card received, signing and dating each proxy card and returning each proxy card in the prepaid envelope that accompanied the proxy card. |
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• | “AspenTech Equity Award Exchange Ratio” means the sum of (i) 0.42 shares of Common Stock and (ii) the quotient obtained by dividing (x) the amount equal to (i) $6,014,000,000 divided by (ii) the number of outstanding shares of AspenTech common stock as of the Closing on a fully diluted basis by (y) the volume weighted average price of Common Stock during the five trading days commencing on the Closing Date; |
• | “AspenTech” means Aspen Technology, Inc., a Delaware corporation, prior to the Closing. At the Closing, AspenTech will change its registered name with the Secretary of State of Delaware to “[ ]”; |
• | “AspenTech Board” means the board of directors of AspenTech; |
• | “AspenTech common stock” means common stock, par value $0.10 per share, of AspenTech; |
• | “Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by applicable law to close; |
• | “Closing” means the consummation of the Transactions; |
• | “Closing Date” means the date on which the Closing occurs; |
• | “Code” means the Internal Revenue Code of 1986, as amended; |
• | “Commercial Agreement” means the agreement contemplated by the terms of the Commercial Agreement Term Sheet; |
• | “Commercial Agreement Term Sheet” means the term sheet attached to the Transaction Agreement, a redacted copy of which is attached as Annex G to this combined proxy statement/prospectus; |
• | “Common Stock” means the common stock, par value $0.0001 per share, of New AspenTech; |
• | “Contribution” means, in exchange for an aggregate of 55% of the outstanding shares of Common Stock on a fully diluted basis as of immediately following the Closing, (i) the contribution by Emerson Sub to Newco of all of the equity interests of the holding company that will hold directly or indirectly the Emerson Industrial Software Business and (ii) the contribution by Emerson to Newco of $6,014,000,000 in cash; |
• | “DGCL” means the Delaware General Corporation Law; |
• | “Dissenting Shares” means shares of AspenTech common stock outstanding immediately prior to the effective time of the Merger and held by AspenTech stockholders who have not voted in favor of the Merger and who have demanded appraisal for such shares in accordance with the DGCL and who have not failed to perfect, withdrawn or lost the right to appraisal; |
• | “DOJ” means the U.S. Department of Justice; |
• | “Emerson” means Emerson Electric Co., a Missouri corporation; |
• | “Emerson Contributed Subsidiaries” means the holding company, and such holding company’s subsidiaries, that will hold directly or indirectly the Emerson Industrial Software Business following the Emerson Industrial Software Business Reorganization, which holding company will be contributed to Newco as part of the Contribution; |
• | “Emerson Group” means, at any given time, Emerson and its subsidiaries excluding, after the Closing, New AspenTech and its subsidiaries; |
• | “Emerson Industrial Software Business” means Open Systems International, Inc. (“OSI Inc.”) and the Geological Simulation Software business (“GSS”) of Emerson and its subsidiaries; |
• | “Emerson Industrial Software Business Employees” means employees of the Emerson Group who are primarily employed in the Emerson Industrial Software Business, subject to the addition or removal of certain individuals, as determined in accordance with the Transaction Agreement; |
• | “Emerson Industrial Software Business Reorganization” means the undertaking of certain restructuring transactions in accordance with the restructuring plan attached to the Transaction Agreement to separate the Emerson Industrial Software Business from Emerson’s other business activities and consolidate such separated business under a holding company to be contributed to Newco as part of the Contribution; |
• | “Emerson Retained Subsidiaries” means all subsidiaries of Emerson other than Newco and the Emerson Contributed Subsidiaries; |
• | “Emerson Sub” means EMR Worldwide Inc., a Delaware corporation and a wholly owned subsidiary of Emerson; |
• | “Exchange Act” means the Securities Exchange Act of 1934, as amended; |
• | “Excluded Shares” means shares of AspenTech common stock outstanding immediately prior to the effective time of the Merger held (i) by AspenTech as treasury stock or (ii) by Emerson; |
• | “First Trigger” means the Emerson Group ceasing to beneficially own more than 50% of the outstanding shares of Common Stock; |
• | “First Trigger Date” means the date that is 45 days following the earliest of (x) the date on which New AspenTech notifies Emerson Sub in writing of the First Trigger, (y) the date on which Emerson Sub makes an amendment to its Schedule 13D filing under the Exchange Act to disclose the First Trigger and (z) the date on which the General Counsel or Chief Financial Officer of Emerson gains actual knowledge (and not constructive, imputed or other similar concepts of knowledge) of the First Trigger; provided that if on such first date the Emerson Group beneficially owns more than 50% of the outstanding shares of Common Stock (and at no point during such 45-day period beneficially owned less than 45% of the outstanding shares of Common Stock), the First Trigger and the First Trigger Date will be deemed to not have occurred (for the avoidance of doubt, if at any point during such 45-day period, the Emerson Group beneficially owns less than 45% of the outstanding shares of Common Stock, the First Trigger Date will occur regardless of any subsequent acquisition by the Emerson Group of additional shares of Common Stock); |
• | “Fourth Trigger Date” means the date on which the Emerson Group ceases to beneficially own at least 10% of the outstanding shares of Common Stock; |
• | “FTC” means the U.S. Federal Trade Commission; |
• | “GAAP” means generally accepted accounting principles in the United States; |
• | “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; |
• | “Independent Director” means a director of New AspenTech who is independent under the NASDAQ listing rules; |
• | “Merger” means the merger of AspenTech with Merger Sub, with AspenTech surviving the merger as a direct wholly owned subsidiary of New AspenTech; |
• | “Merger Consideration” means, with respect to each share of AspenTech common stock (other than Excluded Shares), (i) a per share cash consideration amount, calculated by dividing $6,014,000,000 by the number of outstanding shares of AspenTech common stock as of the Closing on a fully diluted basis, which per share cash consideration amount is currently estimated to be approximately $87.50, and (ii) 0.42 shares of Common Stock; |
• | “Merger Sub” means Emersub CXI, Inc., a Delaware corporation and a direct wholly owned subsidiary of Newco; |
• | “NASDAQ” means The Nasdaq Stock Market LLC; |
• | “New AspenTech” means Newco after the Closing. At the Closing, Newco will change its registered name with the Secretary of State of Delaware to “Aspen Technology, Inc.”; |
• | “New AspenTech Board” means the board of directors of New AspenTech; |
• | “New AspenTech Bylaws” means the amended and restated bylaws of New AspenTech, a form of which is attached as Annex C to this combined proxy statement/prospectus; |
• | “New AspenTech Charter” means the amended and restated certificate of incorporation of New AspenTech, a form of which is attached as Annex B to this combined proxy statement/prospectus; |
• | “New AspenTech Independent Director” means each director of New AspenTech who (x) is an Independent Director, (y) is not an executive officer or employee of any member of the Emerson Group and (z) would not be a director described under Clauses (A) through (F) of Rule 5605(a)(2) of the NASDAQ listing rules in relation to Emerson assuming Emerson were the “Company” thereunder; |
• | “Newco” means Emersub CX, Inc., a Delaware corporation and direct wholly owned subsidiary of Emerson Sub, prior to the Closing; |
• | “Registration Rights Agreement” means the Registration Rights Agreement, to be dated, executed and delivered as of the Closing Date, between Emerson Sub and New AspenTech, a form of which is attached as Annex E to this combined proxy statement/prospectus; |
• | “Related Party Transaction” means any transaction between New AspenTech and any of its subsidiaries, on the one hand, and any member of the Emerson Group, or, solely in their capacity as such, any director, officer, employee or associate of any member of the Emerson Group, on the other hand; |
• | “RPT Committee” means an ad-hoc committee formed by the New AspenTech Board from time to time consisting of at least two directors of New AspenTech; provided that all members of an RPT Committee must be New AspenTech Independent Directors who are designated by a majority of the Independent Directors; |
• | “SEC” means the U.S. Securities and Exchange Commission; |
• | “Second Trigger” means the Emerson Group ceasing to beneficially own more than 40% of the outstanding shares of Common Stock; |
• | “Second Trigger Date” means the date that is 45 days following the earliest of (x) the date on which New AspenTech notifies Emerson Sub in writing of the Second Trigger, (y) the date on which Emerson Sub makes an amendment to its Schedule 13D filing under the Exchange Act to disclose the Second Trigger and (z) the date on which the General Counsel or Chief Financial Officer of Emerson gains actual knowledge (and not constructive, imputed or other similar concepts of knowledge) of the Second Trigger; provided that if on such first date the Emerson Group beneficially owns more than 40% of the outstanding shares of Common Stock (and at no point during such 45-day period beneficially owned less than 35% of the outstanding shares of Common Stock), the Second Trigger and the Second Trigger Date will be deemed to not have occurred (for the avoidance of doubt, if at any point during such 45-day period, the Emerson Group beneficially owns less than 35% of the outstanding shares of Common Stock, the Second Trigger Date will occur regardless of any subsequent acquisition by Emerson Group of additional shares of Common Stock); |
• | “Securities Act” means the Securities Act of 1933, as amended; |
• | “Stockholders Agreement” means the Stockholders Agreement, to be dated, executed and delivered as of the Closing Date, between Emerson, Emerson Sub and New AspenTech, a form of which is attached as Annex D to this combined proxy statement/prospectus; |
• | “Surviving Corporation” means AspenTech as the surviving corporation in the Merger; |
• | “Tax Matters Agreement” means the Tax Matters Agreement, to be dated, executed and delivered as of the Closing Date, between Emerson and New AspenTech, a form of which is attached as Annex F to this combined proxy statement/prospectus; |
• | “Third Trigger” means the Emerson Group ceasing to beneficially own at least 20% of the outstanding shares of Common Stock; |
• | “Third Trigger Date” means the date that is 45 days following the earliest of (x) the date on which New AspenTech notifies Emerson Sub in writing of the Third Trigger, (y) the date on which Emerson |
• | “Transaction Agreement” means the Transaction Agreement and Plan of Merger, dated as of October 10, 2021, among AspenTech, Emerson, Emerson Sub, Newco and Merger Sub, as it may be amended from time to time, a copy of which is attached as Annex A to this combined proxy statement/prospectus; |
• | “Transaction Documents” means, collectively, the Transaction Agreement, the Stockholders Agreement, the Tax Matters Agreement, the Transition Services Agreement, the Registration Rights Agreement and the Commercial Agreement; |
• | “Transactions” means the various transactions contemplated by the Transaction Agreement, including the Merger and the Contribution; |
• | “Transition Services Agreement” means the Transition Services Agreement, to be dated, executed and delivered as of the Closing Date, between Emerson and New AspenTech, a form of which is attached as Annex H to this combined proxy statement/prospectus; |
• | “us,” “we,” and “our” refer to AspenTech and its consolidated subsidiaries, before the Closing, or New AspenTech and its consolidated subsidiaries, after the Closing, as the context requires; and |
• | “you” means the stockholders of AspenTech. |
Q: | Why am I receiving this combined proxy statement/prospectus? |
A: | This document is being delivered to you because you are a stockholder of AspenTech. AspenTech is holding a special meeting in connection with the Transactions contemplated by the Transaction Agreement. |
• | a proposal to adopt the Transaction Agreement and approve the Transactions, including the Merger (the “Transaction Proposal”); |
• | a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to AspenTech’s named executive officers in connection with the Transactions, including the Merger (the “Compensation Proposal”); and |
• | a proposal to adjourn the special meeting if AspenTech determines that it is necessary or advisable to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to adopt the Transaction Agreement (the “Adjournment Proposal”). |
Q: | What is happening in the Transactions? |
A: | If the Transactions are consummated, New AspenTech will own AspenTech and the Emerson Industrial Software Business. In connection with the Transactions, Emerson Sub will contribute the Emerson Industrial Software Business and Emerson will contribute $6,014,000,000 in cash to Newco in exchange for Newco common stock (the Contribution), and Merger Sub will merge with and into AspenTech, with AspenTech being the Surviving Corporation and becoming a wholly owned subsidiary of Newco (the Merger). 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 Newco common stock and a per share cash consideration amount, calculated by dividing $6,014,000,000 by the number of outstanding shares of AspenTech common stock as of the Closing on a fully diluted basis, which per share cash consideration amount is currently estimated to be approximately $87.50 per share of AspenTech common stock. This means that holders of AspenTech common stock as of the Closing will receive an estimated $5,839 million in the aggregate at the Closing, with the remaining $175 million of the cash consideration remaining on the New AspenTech balance sheet as of the Closing. |
• | strong go-to-market capabilities and a high-growth, predictable business model; |
• | a highly differentiated industrial software portfolio with the capabilities to support the lifecycle of complex operations across a wide range of industry verticals, including design and engineering, operations, maintenance and asset optimization; |
• | a strong balance sheet to support investment in innovation and operations; |
• | the ability to deliver substantial value for AspenTech stockholders and Emerson shareholders; and |
• | significant revenue and cost synergies once fully integrated. |
Q: | What will existing stockholders of AspenTech own after the Transactions? |
A: | Following the Transactions, Emerson is expected to beneficially own or control 55% of the outstanding shares of Common Stock on a fully diluted basis. Holders of AspenTech common stock immediately prior to the Closing will own the remaining outstanding shares of Common Stock. When the Transactions are completed, each share of AspenTech common stock you own prior to the Closing (other than Excluded Shares and Dissenting Shares) will have been converted automatically into the right to receive 0.42 shares of Common Stock and a per share cash consideration amount, calculated by dividing $6,014,000,000 by the number of outstanding shares of Common Stock as of the Closing on a fully diluted basis, which per share cash consideration amount is currently estimated to be approximately $87.50 per share of AspenTech common stock. |
Q: | Are there risks associated with the Transactions? |
A: | Yes. The Transactions may not be completed or, if completed, we may not achieve the expected benefits of the Transactions because of the risks and uncertainties discussed in the section titled “Risk Factors” beginning on page 32 of this combined proxy statement/prospectus, which you should read carefully. Those risks include, among other things, risks relating to the uncertainty of whether the closing conditions to the completion of the Transactions will be satisfied and, if the Transactions are completed, whether we will be able to successfully integrate the Emerson Industrial Software Business with the existing AspenTech business, and uncertainties relating to the performance of the combined businesses following the completion of the Transactions due to factors outside our control. There are also other risks associated with the Transactions that are described in the “Risk Factors” section. |
Q: | How will my rights as a New AspenTech stockholder after the Closing differ from my current rights as an AspenTech stockholder? |
A: | New AspenTech will be a Delaware corporation, as is AspenTech, and your rights as a stockholder of a corporation incorporated in Delaware under the DGCL will remain the same. However, after the Closing, your rights as a stockholder of New AspenTech will be governed by the New AspenTech Charter, a form of which is attached hereto as Annex B, and by the New AspenTech Bylaws, a form of which is attached hereto as Annex C, rather than the current certificate of incorporation and bylaws of AspenTech. New AspenTech will also be governed by the Stockholders Agreement with Emerson and Emerson Sub, a form of which is attached hereto as Annex D, which may affect your rights as a stockholder of New AspenTech. A comparison of your rights as a stockholder under these governing documents is discussed in the section titled “Comparison of Stockholder Rights and Corporate Governance Matters” beginning on page 157 of this combined proxy statement/prospectus. |
Q: | How are outstanding AspenTech stock options and restricted stock units treated as a result of the Transactions? |
A: | Pursuant to the terms of the Transaction Agreement and the plans and agreements governing such awards, any AspenTech stock option and restricted stock unit awards that are outstanding at the Closing will be treated as follows: |
• | Each outstanding option to purchase shares of AspenTech common stock under any AspenTech equity plan, whether vested or unvested, that is unexercised as of immediately prior to the Closing will be converted into an option to acquire shares of Common Stock. Each converted option will be subject to the same terms and conditions as applied to the original option. |
• | Each outstanding award of restricted stock units with respect to shares of AspenTech common stock under any AspenTech equity plan that is unvested as of immediately prior to the Closing will be converted into an award of restricted stock units with respect to shares of Common Stock. Each converted restricted stock unit will be subject to the same terms and conditions as applied to the original restricted stock unit. |
Q: | How is the AspenTech Employee Stock Purchase Plan being treated as a result of the Transactions? |
A: | Prior to the Closing, the AspenTech Board (or the appropriate committee thereof) will take all actions necessary to cause the “Offering Period” under the Aspen 2018 Employee Stock Purchase Plan (the “AspenTech ESPP”) that is scheduled to be ongoing as of the Closing Date to terminate, and all options outstanding under the AspenTech ESPP to be exercised, on a date that is no later than five Business Days prior to the Closing Date, with any participant payroll deductions not applied to the purchase of shares of AspenTech common stock returned to the participant. |
Q: | What are the U.S. federal income tax consequences to AspenTech stockholders resulting from the Transactions? |
A: | The U.S. federal income tax consequences of the Transactions depend on each stockholder’s particular facts and circumstances. Each AspenTech stockholder is accordingly urged to read the discussion in the section titled “U.S. Federal Income Tax Consequences of the Transactions,” beginning on page 96 of this combined proxy statement/prospectus and to consult its tax advisors to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the Transactions to such stockholder. |
Q: | When will the Transactions be completed? |
A: | We are working to complete the Transactions as quickly as reasonably practicable, subject to receipt of necessary regulatory approvals, the stockholder approval that is being sought at the AspenTech special meeting, and the completion of the Emerson Industrial Software Business Reorganization in all material respects, among other closing conditions. AspenTech and Emerson currently expect to complete the Transactions in the second calendar quarter of 2022. However, AspenTech and Emerson cannot predict when regulatory review will be completed, whether or when regulatory or stockholder approval will be received or the potential terms and conditions of any regulatory approval that is received, and it is possible that those or other factors could require us to complete the Transactions at a later time or not complete them at all. For a discussion of the conditions to the Transactions, see the section titled “The Transaction Agreement—Conditions to Closing” beginning on page 115 of this combined proxy statement/prospectus. |
Q: | What happens if AspenTech stockholders fail to adopt the Transaction Agreement? |
A: | Adoption of the Transaction Agreement by AspenTech stockholders requires the affirmative vote, in person or by proxy, of the holders of a majority of the shares of AspenTech common stock outstanding and entitled to vote. If AspenTech stockholders do not adopt the Transaction Agreement, then both AspenTech and Emerson will be permitted to terminate the Transaction Agreement unilaterally. In addition, if AspenTech |
Q: | Am I entitled to exercise appraisal rights instead of receiving the Merger Consideration for my shares of AspenTech common stock? |
A: | Yes. AspenTech stockholders are entitled to appraisal rights under Section 262 of the DGCL, provided they fully comply with and follow the procedures and satisfy the conditions set forth in Section 262 of the DGCL. For more information regarding appraisal rights, see the section titled “The Transactions—Appraisal Rights” beginning on page 91 of this combined proxy statement/prospectus. In addition, a copy of Section 262 of the DGCL is attached as Annex J to this combined proxy statement/prospectus. Failure to comply with Section 262 of the DGCL will result in your waiver of, or inability to exercise, appraisal rights. |
Q: | What will Emerson shareholders be entitled to receive pursuant to the Transactions? |
A: | Emerson shareholders will not receive any consideration pursuant to the Transactions. Emerson shareholders will continue to own shares of Emerson and as such will indirectly own a share in the investments held by Emerson in New AspenTech following the completion of the Transactions through their ownership of Emerson stock. |
Q: | When and where is the special meeting? |
A: | The special meeting will take place on [ ], 2022, at [ ] a.m., Eastern time, at [ ]. Due to health and safety considerations related to COVID-19, in-person attendance will require compliance with any then-applicable governmental requirements or recommendations as well as with facility requirements, which currently include the use of face coverings and proof of either vaccination or a negative COVID-19 test result from within 72 hours of the commencement of the special meeting. |
Q: | Is it possible that the special meeting will be changed to a virtual format? |
A: | Although we are currently planning to hold the special meeting in person, in light of the ongoing public health concerns surrounding the COVID-19 pandemic, we are planning for the possibility that the special meeting may be held solely by means of remote communication (i.e., a virtual-only meeting) in lieu of an in-person meeting. If we decide to hold a virtual special meeting, we will publicly announce the decision in advance in a press release, and details will be posted on our website at www.AspenTech.com as soon as practicable before the special meeting and filed as additional proxy soliciting material with the SEC. In that event, the special meeting will be held on the above date and time but would be available via live video webcast. We recommend that you monitor our website for updated information, and please check the website in advance of the special meeting to confirm the status of the meeting before planning to attend in person. If we hold the special meeting by means of remote communication, stockholders will be able to attend the meeting by visiting [ ] by using the control number included in your proxy materials. |
Q: | What do I need to do now? |
A: | After you carefully read this combined proxy statement/prospectus, please respond by submitting your proxy by telephone, by the Internet or by completing, signing, dating and returning your signed proxy card(s) in the enclosed prepaid return envelope(s), as soon as possible, so that your shares may be represented at the special meeting. If you hold your shares in “street name” through a broker, nominee, fiduciary or other custodian, follow the directions given by the broker, nominee, fiduciary or other custodian regarding how to instruct them to vote your shares. In order to ensure that your vote is recorded, please submit your proxy as instructed on your proxy card(s) even if you currently plan to attend the special meeting in person. |
Q: | Who is entitled to vote at the special meeting? |
A: | Only stockholders of record as of the close of business on [ ], 2022, the record date, will be entitled to vote at the special meeting. On the record date, there were [ ] shares of AspenTech common stock outstanding and entitled to vote. Each share of AspenTech common stock is entitled to one vote. |
Q: | Why is my vote important? |
A: | If you do not submit your proxy, vote in person at the special meeting, or provide voting instructions, it will be more difficult for AspenTech to obtain the necessary quorum to hold the special meeting and to obtain the stockholder approvals necessary for the completion of the Transactions. For the special meeting, the presence, in person or by proxy, of holders of a majority of AspenTech common stock issued and outstanding and entitled to vote at the special meeting constitutes a quorum for the transaction of business. If a quorum is not present at the special meeting, AspenTech stockholders will not be able to take action on any of the proposals at that meeting. |
Q: | How will my proxy be voted? |
A: | If you submit your proxy by telephone, by the Internet or by completing, signing, dating and returning your signed proxy card(s), your proxy will be voted in accordance with your instructions. If other matters are properly brought before the special meeting, or any adjournments or postponements of the meeting, your proxy includes discretionary authority on the part of the individuals appointed to vote your shares to act on those matters in their discretion. |
Q: | May I vote in person? |
A: | Yes. If you hold shares directly in your name as a stockholder of record of AspenTech common stock as of the close of business on [ ], 2022, you may attend the special meeting and vote your shares in person, subject to compliance with any then-applicable governmental requirements or recommendations as well as with facility requirements due to health and safety considerations related to COVID-19, which currently include use of face coverings and proof of either vaccination or a negative COVID-19 test result from within 72 hours of the commencement of the special meeting. |
Q: | What constitutes a quorum for the special meeting? |
A: | A quorum is the number of shares that must be represented at a meeting to lawfully conduct business. The presence at the special meeting, in person or by proxy, of the holders of a majority of the shares of AspenTech common stock issued and outstanding and entitled to vote at the special meeting constitutes a quorum for the transaction of business. Abstentions and broker non-votes, if any, will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes. |
Q: | What are the votes required to approve the proposals? |
• | Approval of the Transaction Proposal requires the affirmative vote of the holders of a majority of the shares of AspenTech common stock outstanding and entitled to vote on such proposal. |
• | Approval of the Compensation Proposal requires a majority of the votes cast upon the proposal. |
• | Approval of the Adjournment Proposal requires a majority of the votes cast upon the proposal whether or not a quorum is present. |
Q: | Does the AspenTech Board recommend that AspenTech stockholders approve the Transaction Proposal? |
A: | Yes. The AspenTech Board has approved the Transaction Agreement and the Transactions contemplated thereby, including the Merger, and determined that the Transaction Agreement and the Transactions are in the best interest of AspenTech and its stockholders. Therefore, the AspenTech Board recommends that you vote FOR the Transaction Proposal at the special meeting. See the section titled “The Transactions—Recommendation of the AspenTech Board and Its Reasons for the Transactions” beginning on page 69 of this combined proxy statement/prospectus. |
Q: | If I am a record holder of my shares, what happens if I abstain from voting (whether by returning my proxy card or submitting my proxy by telephone or via the Internet) or I don’t submit a proxy? |
• | For the Transaction Proposal, an abstention or a failure to submit a proxy will have the same effect as a vote against the proposal. |
• | For the Compensation Proposal, an abstention or a failure to submit a proxy will not have an effect on the outcome of the vote for the proposal. |
• | For the Adjournment Proposal, an abstention or a failure to submit a proxy will not have an effect on the outcome of the vote for the proposal. |
Q: | What will happen if I return my proxy card without indicating how to vote? |
A: | If you are an AspenTech stockholder of record and submit your proxy but do not make specific choices with respect to the proposals, your proxy will follow the AspenTech Board’s recommendations and your shares will be voted: |
• | FOR the Transaction Proposal (under such circumstances, your proxy will constitute a waiver of your right of appraisal under Section 262 of the DGCL and will nullify any previously delivered written demand for appraisal under Section 262 of the DGCL); |
• | FOR the Compensation Proposal; and |
• | FOR the Adjournment Proposal. |
Q: | What if my shares are held in “street name”? |
A: | If some or all of your shares of AspenTech are held in “street name” by your broker, nominee, fiduciary or other custodian, you must provide your broker, nominee, fiduciary or other custodian with instructions on how to vote your shares; otherwise, your broker, nominee, fiduciary or other custodian may submit a broker non-vote so as to be present for quorum purposes but will not be able to vote your shares on any of the proposals before the special meeting. |
Q: | What if I fail to instruct my broker how to vote? Will my broker automatically vote my shares for me? |
A: | Under NASDAQ rules, your bank, broker or other nominee will not vote your shares if you do not provide your bank, broker or other nominee with a signed voting instruction form with respect to your shares on matters deemed “non-routine,” such failure to vote being referred to as a “broker non-vote.” The proposed matters to be voted on the special meeting are “non-routine.” Therefore, if you are an AspenTech stockholder and you do not instruct your broker on how to vote your shares: |
• | your broker may not vote your shares on the Transaction Proposal, which broker non-votes will have the same effect as a vote against the proposal; |
• | your broker may not vote your shares on the Compensation Proposal, which broker non-votes will not have an effect on the outcome of the vote for the proposal; and |
• | your broker may not vote your shares on the Adjournment Proposal, which broker non-votes will not have an effect on the outcome of the vote for the proposal. |
Q: | What happens if I sell my shares of AspenTech common stock after the record date but before the special meeting or before the Closing? |
A: | The record date for the special meeting (the close of business on [ ], 2022) is earlier than the date of the special meeting and earlier than the date that the Transactions are expected to be completed. If you sell or otherwise transfer shares of AspenTech common stock after the record date but before the date of the special meeting, you will retain your right to vote those shares at the special meeting. However, you will not have the right to receive the Merger Consideration in respect of those shares. In order to receive the Merger Consideration, you must hold your shares through the effective time of the Transactions. |
Q: | Who will count the votes? |
A: | The inspector of elections will count all ballots submitted, including those submitted by proxies, and report the votes at the special meeting. Whether you vote your shares by Internet, telephone or mail, your vote will be received directly by Broadridge Financial Solutions, Inc. |
Q: | What does it mean if I receive more than one set of materials? |
A: | This means you own shares of AspenTech common stock that are registered under different names or held in different brokerage accounts. For example, you may own some shares directly as a stockholder of record and other shares through a broker or you may own shares through more than one broker. In these situations, you may receive multiple sets of proxy materials. It is necessary for you to vote, sign and return all of the proxy cards or follow the instructions for submitting your proxy by telephone or by the Internet on each of the proxy cards you receive in order to vote all of the shares you own. Each proxy card you receive will come with its own prepaid return envelope; if you submit your proxy by mail, make sure you return each proxy card in the return envelope which accompanied that proxy card. |
Q: | Can I revoke my proxy and change my vote? |
A: | Yes. You can revoke your proxy at any time prior to the time your shares of AspenTech common stock are voted at the special meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways: |
• | You may submit another properly completed proxy card with a later date. |
• | You may grant a subsequent proxy by telephone or through the Internet. |
• | You may send a timely written notice that you are revoking your proxy to our Secretary at Aspen Technology, Inc. at our principal executive offices at 20 Crosby Drive, Bedford, Massachusetts 01730. |
• | You may attend the special meeting and vote in person. Simply attending the special meeting will not, by itself, revoke your proxy. |
Q: | Should I send in my AspenTech stock certificates now? |
A: | No. After the Transactions are completed, New AspenTech will send former AspenTech stockholders written instructions for exchanging their AspenTech stock certificates for the Merger Consideration, if applicable. |
Q: | Who can answer any questions I may have about the special meeting or the Transactions? |
A: | AspenTech stockholders may call Innisfree M&A Incorporated, AspenTech’s proxy solicitor for the special meeting, at +1 (877) 717-3095. |
• | The Emerson Industrial Software Business Reorganization. Emerson will undertake certain restructuring transactions to separate the Emerson Industrial Software Business from Emerson’s other business activities and facilitate the Contribution (the Emerson Industrial Software Business Reorganization). |
• | The Contribution. Following the completion of the Emerson Industrial Software Business Reorganization, in exchange for an aggregate of 55% of the outstanding shares of Common Stock on a fully diluted basis as of immediately following the Transactions, (i) Emerson Sub will contribute to Newco all of the equity interests of the holding company that will hold directly or indirectly the Emerson Industrial Software Business and (ii) Emerson will contribute to Newco $6,014,000,000 in cash (the Contribution). |
• | The Merger. Merger Sub will merge with and into AspenTech, with AspenTech as the Surviving Corporation and a direct, wholly owned subsidiary of New AspenTech. As a result of the Merger, each issued and outstanding share of AspenTech common stock as of immediately prior to the effective time of the Merger (other than Excluded Shares, which will be cancelled without consideration, and Dissenting Shares) will be converted into the right to receive (i) a per share cash consideration amount, calculated by dividing $6,014,000,000 by the number of outstanding shares of AspenTech common stock as of the Closing on a fully diluted basis, which per share cash consideration amount is currently estimated to be approximately $87.50, and (ii) 0.42 shares of Common Stock (the Merger Consideration). |
• | approval and adoption by AspenTech stockholders of the Transaction Agreement in accordance with the DGCL; |
• | the absence of any applicable law prohibiting the consummation of the Transactions; |
• | the effectiveness of the registration statement on Form S-4, of which this combined proxy statement/prospectus constitutes a part, and the absence of any stop order suspending the effectiveness of the registration statement on Form S-4 or proceedings for such purpose pending before or threatened by the SEC; and |
• | approval of the shares of Common Stock to be issued in connection with the Merger for listing on NASDAQ, subject to official notice of issuance. |
• | the performance in all material respects by AspenTech of its obligations contained in the Transaction Agreement required to be performed by it at or prior to the Closing Date; |
• | the accuracy of the representations and warranties of AspenTech in the Transaction Agreement, subject to the materiality and material adverse effect standards provided in the Transaction Agreement, with specified exceptions; |
• | the delivery by AspenTech to Emerson of an officer’s certificate certifying to the effect that the closing conditions described in the preceding two bullets have been satisfied; |
• | the expiration or termination of any applicable waiting period under the HSR Act relating to the Merger and the making, obtainment or receipt of the necessary consent from the Austrian Federal Competition Authority, the Federal Antimonopoly Service of Russia and the Korea Fair Trade Commission (or, as applicable, the expiration or termination of any waiting periods with respect thereto), in each case without the imposition of a Burdensome Condition (as more fully described in “The Transaction Agreement—Government Approvals” beginning on page 122 of this combined proxy statement/prospectus) (including any Burdensome Condition that would come into effect at the Closing); |
• | the absence of applicable law in any jurisdiction in which Emerson or AspenTech (together with their respective subsidiaries) have material assets, operations or revenues that would impose a Burdensome Condition (including any Burdensome Condition that would come into effect at the Closing) and any pending action by any governmental authority in any such jurisdiction seeking to impose a Burdensome Condition; and |
• | the nonoccurrence of any event, circumstance, development, change, occurrence or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on AspenTech and its subsidiaries (as this term is described in the section “The Transaction Agreement—Representations and Warranties; Material Adverse Effect” beginning on page 113 of this combined proxy statement/prospectus). |
• | the performance in all material respects by each of Emerson, Emerson Sub, Newco and Merger Sub of its obligations contained in the Transaction Agreement required to be performed by it at or prior to the Closing Date; |
• | the accuracy of the representations and warranties of Emerson in the Transaction Agreement, subject to the materiality and material adverse effect standards provided in the Transaction Agreement, with specified exceptions; |
• | the delivery by Emerson to AspenTech of an officer’s certificate, certifying to the effect that the closing conditions described in the preceding two bullets have been satisfied; |
• | the expiration or termination of any applicable waiting period under the HSR Act relating to the Merger and the making, obtainment or receipt of the necessary consent from the Austrian Federal Competition Authority, the Federal Antimonopoly Service of Russia and the Korea Fair Trade Commission (or, as applicable, the expiration or termination of any waiting periods with respect thereto); |
• | the nonoccurrence of any event, circumstance, development, change, occurrence or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Emerson Industrial Software Business (as this term is described in the section “The Transaction Agreement—Representations and Warranties; Material Adverse Effect” beginning on page 113 of this combined proxy statement/prospectus); and |
• | the completion of the Emerson Industrial Software Business Reorganization by Emerson in all material respects in accordance with the Transaction Agreement; except that such condition may not be waived until the later of October 10, 2022 or the date on which all other closing conditions (other than those closing conditions that by their nature cannot be satisfied until the Closing, but that would be capable of being satisfied if the Closing occurred on such date) have been satisfied. |
• | by mutual written agreement of Emerson and AspenTech; |
• | by either Emerson or AspenTech upon notice to the other if: |
• | the Merger has not been completed on or before October 10, 2022, unless such party’s breach of any provision of the Transaction Agreement is the principal cause of, or results in, the failure of the Merger to be completed by such time; |
• | if either party so terminates the Transaction Agreement, the AspenTech stockholders fail to adopt the Transaction Agreement and approve the Transactions at the special meeting, an alternative proposal for AspenTech has been publicly announced or otherwise communicated to the AspenTech Board prior to such termination, and within twelve months after the date of such termination, AspenTech enters into a definitive agreement with respect to, recommends to its stockholders, or consummates, any alternative proposal, AspenTech must pay Emerson the Termination Fee which is $325,000,000; |
• | any applicable law making the consummation of the Merger illegal or otherwise prohibited or enjoining AspenTech or Emerson from consummating the Closing is in effect and has become final and nonappealable; or |
• | the AspenTech stockholders fail to adopt the Transaction Agreement and approve the Transactions at the special meeting (including any adjournment or postponement thereof); |
• | if either party so terminates the Transaction Agreement, an alternative proposal for AspenTech has been publicly announced or otherwise communicated to the AspenTech Board prior to such termination, and within twelve months after the date of such termination, AspenTech enters into a definitive agreement with respect to, recommends to its stockholders, or consummates, any alternative proposal, AspenTech must pay Emerson the Termination Fee; |
• | by Emerson upon notice to AspenTech if: |
• | an Adverse Recommendation Change has occurred unless the AspenTech stockholders have previously adopted the Transaction Agreement and approved the Transactions; |
• | in which case, AspenTech must pay Emerson the Termination Fee; |
• | AspenTech has breached any of its representations or warranties or failed to perform any of the covenants or agreements contained in the Transaction Agreement, which breach or failure to perform (a) would cause a related condition to the Closing not to be satisfied and (b) is incapable |
• | if Emerson so terminates the Transaction Agreement, an alternative proposal for AspenTech has been publicly announced or otherwise communicated to the AspenTech Board prior to such termination, and within twelve months after the date of such termination, AspenTech enters into a definitive agreement with respect to, recommends to its stockholders, or consummates, any alternative proposal AspenTech must pay Emerson the Termination Fee; however if such termination is after the AspenTech stockholders’ adoption of the Transaction Agreement and approval of the Transactions, such termination must be the result of a willful and material breach by AspenTech; or |
• | AspenTech has intentionally and materially breached its obligations under the provisions of the Transaction Agreement pertaining to the AspenTech special meeting or its obligations under the no solicitation provisions of the Transaction Agreement unless the AspenTech stockholders have adopted the Transaction Agreement and approved the Transactions; |
• | in which case, AspenTech must pay Emerson the Termination Fee; |
• | by AspenTech upon notice to Emerson if Emerson has breached any of its representations or warranties or failed to perform any of the covenants or agreements contained in the Transaction Agreement, which breach or failure to perform (a) would cause a related condition to Closing not to be satisfied and (b) is incapable of being cured prior to October 10, 2022, or, if capable of being cured by October 10, 2022, is not cured by Emerson, Emerson Sub, Newco or Merger Sub, as applicable, within 30 days after written notice has been given by AspenTech to Emerson of such breach or failure to perform; provided that AspenTech is not then in breach of any representation, warranty, covenant or agreement by AspenTech contained in the Transaction Agreement in a manner that would cause a related condition to Closing not to be satisfied. |
• | Five will be designated by Emerson Sub: one of whom will be Jill D. Smith, the current chair of the AspenTech Board and who will also be the chair of the New AspenTech Board, three of whom will be designated by Emerson Sub following consultation with Ms. Smith (the Stockholders Agreement provides that, as of the date of the Transaction Agreement, it was Emerson Sub’s expectation that these three designees would be members of the AspenTech Board or Independent Directors) and one of whom will be designated by Emerson Sub without any of the foregoing conditions. |
• | One will be the Chief Executive Officer of AspenTech immediately prior to the Closing. |
• | Three will be designated by AspenTech, all of whom will be reasonably acceptable to Emerson Sub and will also be Independent Directors, which three directors will have been designated by AspenTech prior to the designation of any director (other than Ms. Smith) by Emerson Sub pursuant to the first bullet above. |
• | Before the Third Trigger Date, a number of the total authorized number of directors on the New AspenTech Board as of such time that is proportionate to the Emerson Group’s beneficial ownership of outstanding shares of Common Stock at such time (rounded up to the nearest whole person); provided that Emerson Sub will have the right to designate at least a majority of the directors on the New AspenTech Board until the Second Trigger Date; |
• | Following the Third Trigger Date, one director. |
• | such a corporate opportunity offered to any individual who is a director but not an officer or employee of New AspenTech and who is also a director, officer or employee of Emerson will belong to New AspenTech only if such opportunity is expressly offered to such person solely in his or her capacity as a director of New AspenTech and otherwise will belong to Emerson; and |
• | such a corporate opportunity offered to any individual who is an officer or employee of New AspenTech and also is a director, officer or employee of Emerson will belong to New AspenTech unless such opportunity is expressly offered to such person in his or her capacity as a director, officer or employee of Emerson, in which case such opportunity will belong to Emerson. |
| | AspenTech Closing Price | |
October 6, 2021 | | | $125.52 |
October 8, 2021 | | | $141.55 |
January 10, 2022 | | | $147.32 |
• | AspenTech stockholders would not become stockholders of New AspenTech and therefore would not realize the anticipated benefits of the Transactions, including any anticipated synergies from combining New AspenTech and the Emerson Industrial Software Business; |
• | AspenTech may be required to pay the Termination Fee, which is $325,000,000, if the Transaction Agreement is terminated: (i) due to an adverse change in the AspenTech Board’s recommendation to AspenTech’s stockholders to adopt the Transaction Agreement and approve the Transactions; (ii) due to an intentional and material breach by AspenTech of its obligations not to solicit alternative proposals; or (iii) under certain circumstances, if an alternative acquisition proposal is publicly announced or otherwise communicated to the AspenTech Board, AspenTech’s stockholders have not adopted the Transaction Agreement and approved the Transactions upon a vote at the special meeting, and AspenTech enters into an agreement with respect to, recommends to its stockholders, or consummates, an alternative acquisition within 12 months following the termination of the Transaction Agreement; and |
• | the trading price of AspenTech common stock may experience increased volatility to the extent that the current market prices reflect a market assumption that the Transactions will be completed. |
• | the inability to successfully integrate the businesses, including operations, technologies, products and services, in a manner that permits New AspenTech to achieve the cost savings and revenue synergies anticipated to result from the Transactions, which could result in the anticipated benefits of the Transactions not being realized partly or wholly in the time frame currently anticipated or at all; |
• | lost sales and customers as a result of certain customers of any of the businesses deciding not to do business with New AspenTech, or deciding to decrease their amount of business in order to reduce their reliance on a single company; |
• | the necessity of coordinating geographically separated organizations, systems and facilities; |
• | potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Transactions; |
• | integrating personnel with diverse business backgrounds and business cultures, while maintaining focus on providing consistent, high-quality products and services; |
• | consolidating and rationalizing information technology platforms and administrative infrastructures as well as accounting systems and related financial reporting activities and difficulty implementing effective internal controls over financial reporting and disclosure controls and procedures in particular; and |
• | preserving important relationships of AspenTech and the Emerson Industrial Software Business and resolving potential conflicts that may arise. |
• | any decline in demand for or usage of our software solutions, including those related to the COVID-19 pandemic and resulting global supply chain disruptions; |
• | the introduction of products and technologies that serve as a replacement or substitute for, or represent an improvement over, our software solutions; |
• | technological innovations that our software solutions do not address; |
• | our inability to release enhanced versions of our software on a timely basis; and |
• | adverse changes in capital intensive industries or otherwise that lead to reductions, postponements or cancellations of customer purchases of our products and services, or delays in the execution of license agreement renewals in the same quarter in which the original agreements expire. |
• | unexpected changes in regulatory or environmental requirements, tariffs and other barriers, including, for example, international trade disputes, changes in climate regulations, sanctions or other regulatory restrictions imposed by the United States or foreign governments; |
• | less effective protection of intellectual property; |
• | requirements of foreign laws and other governmental controls; |
• | difficulties in collecting trade accounts receivable in other countries; |
• | adverse tax consequences; and |
• | the challenges of managing legal disputes in foreign jurisdictions. |
• | lost or delayed market acceptance and sales of our products; |
• | delays in payment to us by customers; |
• | product returns; |
• | injury to our reputation; |
• | diversion of our resources; |
• | increased service and warranty expenses or financial concessions; |
• | increased insurance costs; and |
• | legal claims, including product liability claims. |
• | failure to realize anticipated returns on investment, cost savings and synergies; |
• | difficulty in assimilating the operations, policies and personnel of the acquired company; |
• | unanticipated costs or liabilities associated with or arising from acquisitions; |
• | challenges in combining product offerings and entering into new markets in which we may not have experience; |
• | distraction of management’s attention from normal business operations; |
• | potential loss of key employees of the acquired company; |
• | difficulty implementing effective internal controls over financial reporting and disclosure controls and procedures; |
• | impairment of relationships with customers or suppliers; |
• | possibility of incurring impairment losses related to goodwill and intangible assets; and |
• | other issues not discovered in due diligence, which may include product quality issues or legal or other contingencies. |
• | a proposal to adopt the Transaction Agreement and approve the Transactions, including the Merger (the Transaction Proposal); |
• | a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to AspenTech’s named executive officers in connection with the Transactions, including the Merger (the Compensation Proposal); and |
• | a proposal to adjourn AspenTech’s special meeting if AspenTech determines it is necessary or advisable to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to adopt the Transaction Agreement (the Adjournment Proposal). |
• | To approve the Transaction Proposal, holders of a majority of the shares of AspenTech common stock outstanding and entitled to vote thereon must vote in favor of adoption of the Transaction Agreement. Because approval is based on the affirmative vote of a majority of the outstanding shares of AspenTech common stock entitled to vote, an AspenTech stockholder’s failure to vote in person or by proxy at the special meeting, or an abstention from voting, or the failure of an AspenTech stockholder who holds his or her shares in “street name” through a broker, nominee, fiduciary or other custodian or other nominee to give voting instructions to such broker, nominee, fiduciary or other custodian or other nominee, will have the same effect as a vote against adoption of the proposal. |
• | To approve the Compensation Proposal, a majority of the votes cast upon the proposal is required. An abstention or a failure to submit a proxy will not have an effect on the outcome of the vote for the proposal, and any broker non-votes will not have an effect on the outcome of the vote for the proposal. |
• | To approve the Adjournment Proposal, a majority of the votes cast upon the proposal is required, whether or not a quorum is present, or, if no stockholder is present, by any officer entitled to preside at or act as secretary of the meeting. An abstention or a failure to submit a proxy will not have an effect on the outcome of the vote for the proposal, and any broker non-votes will not have an effect on the outcome of the vote for the proposal. |
• | The Transaction Proposal. A broker non-vote will have the same effect as a vote against the Transaction Proposal. |
• | The Compensation Proposal. A broker non-vote will have no effect on the outcome of any vote on the Compensation Proposal. |
• | The Adjournment Proposal. A broker non-vote will have no effect on the outcome of any vote on the Adjournment Proposal. |
• | FOR the adoption of the Transaction Agreement and approval of the Transactions; |
• | FOR the Compensation Proposal; and |
• | FOR the Adjournment Proposal. |
• | by telephone, by calling the toll-free number +1 (800) 690-6903 and following the recorded instructions; |
• | by accessing the Internet website at www.proxyvote.com and following the instructions on the website; or |
• | by mail, by indicating their vote on each proxy card received, signing and dating each proxy card and returning each proxy card in the prepaid envelope that accompanied the proxy card. |
• | FOR the proposal to adopt the Transaction Agreement and approve the Transactions (under such circumstances, your proxy will constitute a waiver of your right of appraisal under Section 262 of the DGCL and will nullify any previously delivered written demand for appraisal under Section 262 of the DGCL); |
• | FOR the Compensation Proposal; and |
• | FOR the Adjournment Proposal. |
• | You may submit another properly completed proxy card with a later date. |
• | You may grant a subsequent proxy by telephone or through the Internet. |
• | You may send a timely written notice that you are revoking your proxy to our Secretary at Aspen Technology, Inc. at our principal executive offices at 20 Crosby Drive, Bedford, Massachusetts 01730. |
• | You may attend the special meeting and vote in person. Simply attending the special meeting will not, by itself, revoke your proxy. |
• | FOR the Transaction Proposal; |
• | FOR the Compensation Proposal; and |
• | FOR the Adjournment Proposal. |
• | The Emerson Industrial Software Business Reorganization. Emerson will undertake certain restructuring transactions to separate the Emerson Industrial Software Business from Emerson’s other business activities and facilitate the transfer of the Emerson Industrial Software Business to Newco as part of the Contribution. |
• | The Contribution. Following the completion of the Emerson Industrial Software Business Reorganization, in exchange for an aggregate of 55% of the outstanding shares of Common Stock on a fully diluted basis as of immediately following the Transactions, (i) Emerson Sub will contribute to Newco all of the equity interests of the holding company that will hold directly or indirectly the Emerson Industrial Software Business and (ii) Emerson will contribute to Newco $6,014,000,000 in cash. |
• | The Merger. Merger Sub will merge with and into AspenTech, with AspenTech as the Surviving Corporation and a direct, wholly owned subsidiary of New AspenTech. As a result of the Merger, each issued and outstanding share of AspenTech common stock as of immediately prior to the effective time of the Merger (other than Excluded Shares, which will be cancelled without consideration, and Dissenting Shares) will be converted into the right to receive the Merger Consideration. |
• | Implied Premium. The Merger Consideration, consisting of 0.42 shares of Common Stock and approximately $87.50 in cash per share of AspenTech common stock, implies a total consideration of approximately $180 per share (inclusive of synergies) of AspenTech common stock as of October 10, 2021, and $12,208 million in total value attributable to the existing AspenTech stockholders. The total implied per share consideration amount represents a premium of approximately 43.5% compared to AspenTech’s closing stock price on October 6, 2021, the last trading day prior to media speculation regarding a potential transaction. |
• | Composition of the Merger Consideration. The AspenTech Board considered the fact that the cash component of the Merger Consideration will provide AspenTech stockholders with immediate liquidity and certainty of value, and the equity component of the Merger Consideration will provide AspenTech stockholders the opportunity to participate in any future earnings and growth of the combined company. |
• | Fixed Ownership Percentage in New AspenTech. The terms of the Transaction Agreement ensure that current AspenTech stockholders will collectively own 45% of Common Stock, on a fully diluted basis, immediately after Closing. |
• | Business and Financial Information of AspenTech. The AspenTech Board considered AspenTech’s current, historical and projected financial condition, results of operations, business, competitive position, prospects, properties, assets, liabilities and the long-range plan of AspenTech on a standalone basis. The AspenTech Board also considered execution risks associated with AspenTech’s long-range plan. Specifically, the AspenTech Board considered the need for AspenTech to diversify and expand the industries and markets served by its products and to provide new or enhanced products to meet customer requirements for emerging market opportunities, including demands for greater safety, sustainability, reliability and efficiency. The AspenTech Board also considered the ability of AspenTech to address these needs through certain potential acquisitions, as well as recent challenges in pursuing such acquisitions. The AspenTech Board considered these execution risks associated with AspenTech’s long-range plan as compared to the certainty of realizing the payment of the cash component of the Merger Consideration to AspenTech stockholders and the additional opportunities afforded to |
• | Combined Company. The AspenTech Board considered the benefits of the Transactions to New AspenTech, including an expanded product portfolio that covers a broader asset lifecycle and is scalable and adaptable to emerging green energy markets and that will be well-positioned to support blue-chip customers’ sustainability needs in current and new energy transition markets such as biofuels, hydrogen and carbon capture. The AspenTech Board also considered the benefits of the Transactions to New AspenTech’s ability to realize significant revenue and cost synergy opportunities, enhanced revenue and free cash flow growth, and access to a wider range of acquisition and investment targets across industries, products and geographies. |
• | Strategic Alternatives. The AspenTech Board considered strategic alternatives for maximizing stockholder value over the long term, including remaining as a standalone company and the potential to acquire, be acquired by or combine with other third parties, and the potential risks, rewards, and uncertainties associated with such alternatives. As part of this process, the AspenTech Board considered various transaction options and structures, including public and private acquisitions by financial or strategic buyers, recapitalizations, PIPE investments, and minority investments. In particular, the AspenTech Board considered the process and results of AspenTech’s extensive outreaches to 12 counterparties for opportunities of potential strategic transactions involving AspenTech throughout late 2020 and the first half of 2021. The AspenTech Board also considered the fact that if any potential counterparty, including any counterparty that had signed a confidentiality agreement with AspenTech that contained a standstill, was interested in pursuing a transaction with AspenTech on terms more favorable to AspenTech and its stockholders than those contemplated by the Transaction Agreement, such potential counterparty could make a proposal to AspenTech notwithstanding AspenTech’s entry into the Transaction Agreement. See “—Background of the Transactions” beginning on page 55 of this combined proxy statement/prospectus for additional information of the outreach process conducted by AspenTech. |
• | Business and Financial Information of Emerson Industrial Software Business. The AspenTech Board considered information and discussions with AspenTech’s management regarding the current, historical and projected financial condition, results of operations, business, prospects, properties, assets and liabilities of the Emerson Industrial Software Business. The AspenTech Board also considered Emerson’s management’s expectations and projected financial information concerning the business prospects of the Emerson Industrial Software Business. See “Projected Financial Data—Certain Financial Forecasts of AspenTech” beginning on page 73 of this combined proxy statement/prospectus for additional information of the projected financial information that the AspenTech Board considered. |
• | Pro Forma Effect. The AspenTech Board considered information and discussions regarding the benefits of size, scale and the expected credit profile of the combined company as well as the expected pro forma effect of the Transactions. See “Projected Financial Data—Certain Financial Forecasts of AspenTech” beginning on page 73 of this combined proxy statement/prospectus for additional information of the pro forma projected financial information that the AspenTech Board considered. |
• | The AspenTech Board considered the written opinion of J.P. Morgan, dated October 10, 2021, which was delivered to the AspenTech Board on October 10, 2021 and stated that, as of such date and based upon and subject to the factors and assumptions set forth in such written opinion, the consideration to be paid to the holders of AspenTech common stock in the proposed Transactions was fair, from a financial point of view, to such holders. The AspenTech Board also considered the financial analyses presented by J.P. Morgan in connection with the delivery of its opinion, as further described under “—Opinion of AspenTech’s Financial Advisor” beginning on page 79 of this combined proxy statement/prospectus. |
• | The Transaction Agreement contains no financing conditions; |
• | The commitment made by Emerson to cooperate and use reasonable best efforts to obtain necessary regulatory clearances, including clearance under the HSR Act and any other applicable antitrust laws, as further discussed under “—Regulatory Matters Relating to the Transactions” beginning on page 89 of this combined proxy statement/prospectus; and |
• | Emerson may terminate the Transaction Agreement only under limited circumstances, as further discussed under “The Transaction Agreement—Termination and Termination Fees” beginning on page 133 of this combined proxy statement/prospectus. |
• | The ability of AspenTech, under certain circumstances, to provide information to and to engage in discussions or negotiations with a third party that makes an unsolicited acquisition proposal, as further described under “The Transaction Agreement—AspenTech Non-Solicitation; AspenTech’s Ability to Change Recommendation” beginning on page 124 of this combined proxy statement/prospectus; |
• | The ability of the AspenTech Board, under certain circumstances, to change its recommendation to AspenTech stockholders concerning the Transactions, as further described under “The Transaction Agreement—AspenTech Non-Solicitation; AspenTech’s Ability to Change Recommendation” beginning on page 124 of this combined proxy statement/prospectus; |
• | The ability of the AspenTech Board to terminate the Transaction Agreement under certain circumstances, subject to certain conditions and the payment by AspenTech of the Termination Fee under certain circumstances, as further described under “The Transaction Agreement—Termination and Termination Fees” beginning on page 133 of this combined proxy statement/prospectus; |
• | The fact that the AspenTech Board, after discussing the Termination Fee with its advisors, believed that such fee was consistent with market practice and would not preclude or deter a willing and financially capable third party, were one to exist, from making a superior proposal following the announcement of the Transactions; |
• | The fact that a vote of AspenTech’s stockholders on the Transaction Agreement is required under Delaware law, and that if the Transactions are approved by AspenTech’s stockholders and consummated, those AspenTech stockholders who do not vote in favor of the adoption of the Transactions will have the right to demand appraisal of the fair value of their shares under Delaware law; |
• | The scope of matters that are specifically excluded from consideration in determining whether a “material adverse effect” has occurred is sufficient to protect AspenTech’s interest in ensuring the certainty of the consummation of the Transactions, as further discussed under “The Transaction Agreement—Representations and Warranties; Material Adverse Effect” beginning on page 113 of this combined proxy statement/prospectus; |
• | The fact that Emerson is required to deliver to AspenTech certain audited financial information of the Emerson Industrial Software Business for the past three years; and |
• | The expectation that AspenTech stockholders generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of their AspenTech common stock for Common Stock in the Transactions to the extent stockholders have gain in excess of the amount of cash consideration paid in the Transactions. |
• | The fact that the Transactions may not be completed in a timely manner, or at all, despite the parties’ efforts. Even if the requisite approval is obtained from AspenTech stockholders, if required antitrust approvals are not obtained or if obtaining antitrust approval would require Emerson agreeing to divestitures of assets, businesses or product lines that would constitute a Burdensome Condition, as further discussed under “—Regulatory Matters Relating to the Transactions” beginning on page 89 of this combined proxy statement/prospectus, then Emerson is not required to close the Transactions; |
• | The fact that, after the completion of the Transactions, Emerson is expected to beneficially own or control 55% of the outstanding shares of Common Stock on a fully diluted basis and Emerson will control, subject to the terms of the Stockholders Agreement, the outcome of corporate actions of New AspenTech, including the election of directors, any merger, consolidation or sale of all or substantially all of New AspenTech’s assets and certain other agreed-upon corporate transactions, and Emerson will continue to have approval rights over certain actions taken by New AspenTech so long as Emerson beneficially owns a certain percentage of the outstanding shares of Common Stock under the Stockholders Agreement, as further discussed under the sections titled “Risk Factors” and “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on pages 32 and 136, respectively, of this combined proxy statement/prospectus; |
• | The risks and costs to AspenTech if the Transactions are not completed, including the diversion of management and employee attention, potential employee attrition and the potential effect on AspenTech’s business and relations with customers, suppliers and vendors; |
• | The costs to be incurred in connection with the Transactions; |
• | The restrictions on the conduct of AspenTech’s business prior to completion of the Transactions, which could delay or prevent AspenTech from undertaking material strategic opportunities that might arise pending completion of the Transactions to the detriment of the AspenTech stockholders; |
• | The risk of not realizing all of the anticipated strategic, synergistic and other benefits between the Emerson Industrial Software Business and AspenTech, including, without limitation, the challenges of combining businesses, operations and workforces, the risk that expected operating efficiencies and cost savings may not be realized or will cost more to achieve than anticipated and the risk that divestitures required by antitrust authorities may decrease the anticipated benefits of the Transactions to New AspenTech; |
• | The fact that AspenTech’s directors and executive officers may have interests in the Transactions that are different from, or in addition to, those of AspenTech’s stockholders generally, including certain interests arising from the employment and compensation arrangements of AspenTech’s executive officers, and the manner in which they would be affected by the Transactions; |
• | The expectation that AspenTech stockholders may recognize a gain for U.S. federal income tax purposes as a result of the exchange of their shares of AspenTech common stock for cash in the Transactions, as further described under “U.S. Federal Income Tax Consequences of the Transactions” beginning on page 96 of this combined proxy statement/prospectus; and |
• |
(in millions) | | | FY22E | | | FY23E | | | FY24E | | | FY25E |
Revenue | | | $792 | | | $831 | | | $949 | | | $1,069 |
EBITDA (including stock based compensation) | | | $401 | | | $396 | | | $454 | | | $501 |
Unlevered free cash flow(1) | | | $258 | | | $298 | | | $351 | | | $413 |
(1) | Stock-based compensation treated as a cash expense. |
(in millions) | | | FY22E | | | FY23E | | | FY24E | | | FY25E |
Revenue | | | $742 | | | $802 | | | $939 | | | $1,046 |
EBITDA (including stock based compensation) | | | $360 | | | $379 | | | $462 | | | $507 |
Unlevered free cash flow(1) | | | $244 | | | $278 | | | $317 | | | $364 |
(1) | Stock-based compensation treated as a cash expense. |
(in millions) | | | FY22E | | | FY23E | | | FY24E | | | FY25E | | | FY26E |
Revenue | | | $728 | | | $784 | | | $895 | | | $984 | | | $1,063 |
EBITDA (including stock based compensation) | | | $350 | | | $380 | | | $438 | | | $467 | | | $458 |
(in millions) | | | FY22E | | | FY23E | | | FY24E | | | FY25E | | | FY26E |
Revenue | | | $728 | | | $784 | | | $895 | | | $984 | | | $1,063 |
Adj. EBITDA (including stock based compensation) | | | $350 | | | $380 | | | $438 | | | $467 | | | $479 |
Unlevered free cash flow(1) | | | $254 | | | $265 | | | $308 | | | $357 | | | $448 |
(1) | Stock-based compensation treated as a cash expense. |
(in millions) | | | FY22E | | | FY23E | | | FY24E | | | FY25E | | | FY26E |
Revenue | | | $342 | | | $376 | | | $414 | | | $456 | | | $498 |
Adj. EBITDA (including stock based compensation) | | | $105 | | | $120 | | | $138 | | | $160 | | | $179 |
Unlevered free cash flow(1) | | | $64 | | | $84 | | | $100 | | | $121 | | | $129 |
(1) | Stock-based compensation treated as a cash expense. |
(in millions) | | | FY22E | | | FY23E | | | FY24E | | | FY25E | | | FY26E | | | FY27E-FY32E (sum of unlevered FCF synergy impact) |
Revenue synergies | | | $0 | | | $46 | | | $99 | | | $101 | | | $91 | | | |
EBITDA synergies(1) | | | $(8) | | | $26 | | | $137 | | | $160 | | | $146 | | | |
Unlevered free cash flow synergies(1) | | | $(7) | | | $(23) | | | $(40) | | | $(26) | | | $5 | | | $680 |
(1) | Including costs to achieve. |
(in millions) | | | FY22E | | | FY23E | | | FY24E | | | FY25E | | | FY26E |
Revenue | | | $1,070 | | | $1,206 | | | $1,409 | | | $1,540 | | | $1,653 |
Adj. EBITDA (including stock based compensation) | | | $447 | | | $526 | | | $713 | | | $787 | | | $805 |
Unlevered free cash flow(1) | | | $351 | | | $367 | | | $413 | | | $501 | | | $633 |
(1) | Stock-based compensation treated as a non-cash expense. |
• | Reviewed the Transaction Agreement; |
• | Reviewed certain publicly available business and financial information concerning AspenTech and the Emerson Industrial Software Business and the industries in which they operate; |
• | Compared the proposed financial terms of the Transactions with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration received for such companies; |
• | Compared the financial and operating performance of AspenTech and the Emerson Industrial Software Business with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of the AspenTech common stock and certain publicly traded securities of such other companies; |
• | Reviewed certain internal financial analyses and forecasts prepared by the managements of AspenTech and Emerson relating to their respective businesses, as well as the estimated amount and timing of cost savings and related expenses and synergies expected to result from the Transactions; and |
• | Performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion. |
• | Dassault Systèmes SE |
• | Hexagon AB |
• | PTC Inc. |
• | AVEVA Group plc |
| | Implied Equity Value of Emerson Industrial Software Business | ||||
| | Low | | | High | |
FV/FY2022 uFCF | | | $1,930 | | | $2,290 |
FV/FY2023 uFCF | | | $2,340 | | | $2,860 |
Target | | | Acquiror | | | Announcement Date |
Infor Inc. | | | Hexagon AB | | | July 2021 |
QAD Inc. | | | Thoma Bravo | | | June 2021 |
Plex Systems, Inc. | | | Rockwell Automation, Inc. | | | June 2021 |
Sparta Systems Inc. | | | Honeywell International Inc. | | | December 2020 |
Arena Solutions, Inc. | | | PTC Inc. | | | December 2020 |
OSIsoft, LLC | | | AVEVA Group plc | | | August 2020 |
Open Systems International, Inc. | | | Emerson | | | August 2020 |
RIB Software SE | | | Schneider Electric SE | | | February 2020 |
Accruent, LLC | | | Fortive Corporation | | | July 2018 |
Gordian Group, Inc. | | | Fortive Corporation | | | July 2018 |
AVEVA Group plc | | | Schneider Electric SE | | | September 2017 |