You are cordially invited to attend a special meeting of the stockholders of Aspen Technology, Inc. (“AspenTech”) to be held on [ ], 2022, at [ ] a.m., Eastern time, at [ ].

On October 10, 2021, AspenTech and Emerson Electric Co. (“Emerson”) entered into a Transaction Agreement and Plan of Merger (the “Transaction Agreement”) to combine two of Emerson’s industrial software businesses, Open Systems International, Inc. and its Geological Simulation Software business (the “Emerson Industrial Software Business”), and AspenTech under a new publicly traded company.

The Transaction Agreement provides for (i) Emerson’s contribution of $6,014,000,000 in cash to Emersub CX, Inc., a wholly owned subsidiary of Emerson (“Newco”), in exchange for Newco common stock, (ii) EMR Worldwide Inc., a wholly owned subsidiary of Emerson (“Emerson Sub”), contributing the Emerson Industrial Software Business, to Newco in exchange for Newco common stock, (iii) the merger of Emersub CXI, Inc., a wholly owned subsidiary of Newco (“Merger Sub”), with and into AspenTech, with AspenTech being the surviving corporation and becoming a wholly owned subsidiary of Newco (the “Merger”) and (iv) as a result of the Merger, each issued and outstanding share of AspenTech common stock (subject to certain exceptions) converting into the right to receive both 0.42 shares of Newco common stock and a per share cash consideration, calculated by dividing $6,014,000,000 by the number of outstanding shares of AspenTech common stock as of the closing of the transaction (the “Closing”) on a fully diluted basis (the foregoing and the other transactions contemplated by the Transaction Agreement collectively, the “Transactions”). The cash consideration is currently estimated to be approximately $87.50 per share of AspenTech common stock.

At the Closing, Newco will change its registered name with the Secretary of State of Delaware to “Aspen Technology, Inc.” (and thereafter referred to as “New AspenTech” in the accompanying combined proxy statement/prospectus). Immediately following the Closing, Emerson will own 55% of the outstanding shares of New AspenTech common stock (on a fully diluted basis) and former AspenTech stockholders will own the remaining outstanding shares of New AspenTech common stock. Following the Closing, AspenTech common stock will be delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934, and cease to be publicly traded. New AspenTech and its subsidiaries will operate under AspenTech’s current name “Aspen Technology, Inc.” and New AspenTech common stock will be traded on NASDAQ under AspenTech’s current stock ticker symbol “AZPN.”

At the special meeting of the stockholders of AspenTech, you will be asked to vote on:

Following a comprehensive review of AspenTech’s strategic opportunities to increase stockholder value, the AspenTech board of directors (the “AspenTech Board”) concluded that Emerson is the ideal strategic partner for AspenTech and that the structure of the Transactions provides the best opportunity to drive continued growth and expand AspenTech’s ability to support customers’ global sustainability ambitions. The AspenTech Board believes the Transactions will create a diversified, high-performance industrial software leader with a global footprint, strong go-to-market capabilities and a high-growth, predictable business model. New AspenTech will potentially provide substantial benefits to AspenTech stockholders as holders of shares of New AspenTech common stock and offer a highly differentiated industrial software portfolio that can support the lifecycle of complex operations across a wide range of industry verticals including design and engineering, operations, maintenance and asset optimization.

The AspenTech Board has reviewed and considered the terms of the Transaction Agreement and has determined that the Transaction Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, AspenTech and its stockholders. The AspenTech Board recommends that you vote “FOR” the proposal to adopt the Transaction Agreement and approve the Transactions, including the Merger, and “FOR” all the other proposals described in the accompanying combined proxy statement/prospectus.

We urge you to read the enclosed combined proxy statement/prospectus, including the Annexes and the documents incorporated by reference therein, carefully and in their entirety, as they include important information about the Transactions. In particular, we urge you to carefully read the section titled “Risk Factors” beginning on page 33 of the enclosed combined proxy statement/prospectus for a description of the risks that you should consider in evaluating the Transactions.

Your vote is very important. We cannot complete the Transactions unless AspenTech stockholders adopt the Transaction Agreement and approve the Transactions, including the Merger. Whether or not you expect to attend the special meeting, the details of which are described in the enclosed combined proxy statement/prospectus, please immediately submit 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.

After the completion of the Transactions, we will be a “Controlled Company” within the meaning of NASDAQ corporate governance listing standards. We will qualify for exemptions from certain NASDAQ corporate governance listing standards and we will avail ourselves of such exemptions, in whole or in part, as requested by Emerson.

If you have any questions or require assistance in voting your shares, you should call Innisfree M&A Incorporated, AspenTech’s proxy solicitor for the special meeting, toll-free at +1 (877) 717-3095.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued pursuant to the Transactions or determined if the enclosed combined proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The enclosed combined proxy statement/prospectus is dated [ ], 2022, and is first being mailed to stockholders on or about [ ], 2022.

A special meeting of Aspen Technology, Inc. stockholders will be held on [ ], 2022, at [ ] a.m., Eastern time, at [ ], for the following purposes:

These items of business, including the Transaction Agreement and the proposed Transactions, are described in detail in the accompanying combined proxy statement/prospectus.

Only stockholders of record on the books of AspenTech at the close of business on [ ], 2022, will be entitled to vote at the special meeting or any adjournment or postponement thereof. If a new record date is set, you will be entitled to vote at the special meeting if you hold shares of AspenTech common stock as of such new record date.

Your vote is very important. Approval of the Transactions by AspenTech stockholders is a condition to the Transactions and requires the affirmative vote, in person or by proxy, of holders of a majority of the shares of AspenTech common stock outstanding and entitled to vote on such proposal. Your abstaining, failure to submit a proxy or vote in person at the special meeting or failure to provide your broker, nominee, fiduciary or other custodian, as applicable, with instructions on how to vote your shares will have the same effect as a vote against the adoption of the Transaction Agreement and the approval of the Transactions.

Whether or not you plan to attend the special meeting, please promptly submit your proxy by telephone or by accessing the Internet site following the instructions in the accompanying combined proxy statement/prospectus or by marking, dating, signing and returning the accompanying proxy card in the self-addressed postage prepaid envelope as promptly as possible. If you attend the special meeting, you may withdraw your proxy and vote in person.

Although we are currently planning to hold the special meeting in person, in light of the ongoing public health concerns surrounding the coronavirus (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 Securities and Exchange Commission. 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.

This combined proxy statement/prospectus incorporates important business and financial information about Aspen Technology, Inc. (“AspenTech”) from other documents that are not included in or delivered with this combined proxy statement/prospectus. This information is available to you without charge. As an electronic filer, AspenTech’s public filings are also maintained on the Securities and Exchange Commission’s (the “SEC”) Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is https://www.sec.gov. You can obtain copies of the documents incorporated by reference into this combined proxy statement/prospectus through the SEC website or by requesting them in writing or by telephone from AspenTech at the following address and telephone number:

You may also obtain additional copies of this combined proxy statement/prospectus or the documents incorporated by reference into this combined proxy statement/prospectus by contacting Innisfree M&A Incorporated, AspenTech’s proxy solicitor, at the address and telephone number listed below. You will not be charged for any of the documents that you request.

To obtain timely delivery of documents, you must request them no later than five business days before the date of the special meeting, which is scheduled to be held on [ ], 2022. See the section titled “Where You Can Find Additional Information” beginning on page 212 of this combined proxy statement/prospectus.

AspenTech stockholders of record may vote by submitting their proxies:

The Internet and telephone proxy submission procedures are designed to authenticate stockholders and to allow them to confirm that their instructions have been properly recorded.

Stockholders of AspenTech whose shares are held in “street name” must provide their broker, nominee, fiduciary or other custodian with instructions on how to vote their shares; otherwise, their broker, nominee, fiduciary or other custodian will not vote their shares on any of the proposals before the special meeting. Stockholders should check the voting form provided by their broker, nominee, fiduciary or other custodian for instructions on how to vote their shares.

The following are some questions that you, as a stockholder of AspenTech, may have regarding the Transactions and the answers to those questions. AspenTech urges you to read the remainder of this combined proxy statement/prospectus carefully, including the annexes, because the information in this section does not provide all of the information that might be important to you with respect to the Transactions and how to vote your shares.

AspenTech owns and has rights to, and New AspenTech will own or acquire rights to, trademarks, service marks, copyrights and trade names in conjunction with the operation of its business and future business, including, without limitation, AspenTech trademarks. Solely for convenience, the trademarks, service marks, copyrights and trade names referred to in this combined proxy statement/prospectus may be listed without the ™, © and ® symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks, service marks, copyrights and trade names included or referred to in this combined proxy statement/prospectus.

This combined proxy statement/prospectus also includes trademarks, service marks and trade names of other companies, including, without limitation, Emerson. Each trademark, service mark or trade name of any other company appearing in this combined proxy statement/prospectus belongs to its holder. Use or display by us of other parties’ trademarks, service marks or trade names is not intended to and does not imply a relationship with, or endorsement or sponsorship by us of the trademark, service mark or trade name owner.

AspenTech stockholders should carefully consider the following factors, in addition to those factors discussed elsewhere in this combined proxy statement/prospectus, before voting at the special meeting.

The Transactions are subject to several closing conditions, including the adoption of the Transaction Agreement and approval of the Transactions by AspenTech’s stockholders, the effectiveness of a registration statement relating to the registration of the issuance of the Common Stock in the Transactions, the approval of the listing of the Common Stock on NASDAQ, the expiration or termination of any applicable waiting period under the HSR Act and the receipt of regulatory approvals in certain other jurisdictions. If any one of these conditions is not satisfied or waived, the Transactions may not be completed. There is no assurance that the Transactions will be completed on the terms or timeline currently contemplated, or at all. See the section titled “The Transaction Agreement—Conditions to Closing” beginning on page 120 of this combined proxy statement/prospectus for a more detailed discussion.

Under the Transaction Agreement, the parties’ obligations to complete the Transactions are conditioned on the expiration or termination of the applicable waiting period under the HSR Act and the receipt or making, as the case may be, of all antitrust/competition law approvals or filings required by the laws of Austria, Russia and South Korea. The applicable waiting period under the HSR Act expired on December 1, 2021, and as of December 29, 2021, antitrust approvals have been received in the other three jurisdictions and therefore the closing condition to the Transactions with respect to required antitrust approvals has been satisfied. See “The Transaction Agreement—Government Approvals” beginning on page 127 of this combined proxy statement/prospectus.

If AspenTech’s stockholders do not adopt the Transaction Agreement and approve the Transactions or if the Transactions are not completed for any other reason, AspenTech would be subject to a number of risks, including the following:

The occurrence of any of these events individually or in combination could have a material adverse effect on the results of operations of AspenTech or the trading price of AspenTech common stock. AspenTech is also exposed to general competitive pressures and risks, which may be increased if the Transactions are not completed.

Uncertainty about the effect of the Transactions on employees, customers and suppliers may have an adverse effect on either or both of AspenTech and the Emerson Industrial Software Business, regardless of whether the

Transactions are eventually completed, and, consequently, on New AspenTech. These uncertainties may impair AspenTech’s and the Emerson Industrial Software Business’s ability to attract, retain and motivate key personnel until the Transactions are completed, or the Transaction Agreement is terminated, and for a period of time thereafter, and could cause customers, suppliers and others that deal with AspenTech or the Emerson Industrial Software Business to seek to change or discontinue existing business relationships with AspenTech or the Emerson Industrial Software Business.

Employee retention and recruitment may be particularly challenging for AspenTech and the Emerson Industrial Software Business during the pendency of the Transactions, as employees and prospective employees may experience uncertainty about their future roles with New AspenTech. For each of AspenTech and the Emerson Industrial Software Business, the departure of existing key employees or the failure of potential key employees to accept employment with New AspenTech, despite AspenTech’s and the Emerson Industrial Software Business’s retention and recruiting efforts, could have a material adverse impact on AspenTech’s and New AspenTech’s business, financial condition and operating results, regardless of whether the Transactions are eventually completed.

The pursuit of the Transactions and the preparation for the integration of AspenTech and the Emerson Industrial Software Business have placed, and will continue to place, a significant burden on the management and internal resources of AspenTech and the Emerson Industrial Software Business. There is a significant degree of difficulty and management distraction inherent in the process of closing the Transactions and integrating AspenTech and the Emerson Industrial Software Business, which could cause an interruption of, or loss of momentum in, the activities of each of the existing businesses, regardless of whether the Transactions are eventually completed. Before and immediately following the Closing, the management teams of AspenTech and the Emerson Industrial Software Business will be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage their respective existing businesses, service existing customers, attract new customers and develop new products, services or strategies. One potential consequence of such distractions could be the failure of management to realize other opportunities that could be beneficial to AspenTech or the Emerson Industrial Software Business, respectively. If AspenTech’s or the Emerson Industrial Software Business’s senior management is not able to effectively manage the process leading up to and immediately following the Closing, or if any significant business activities are interrupted as a result of the integration process, the business of AspenTech or the Emerson Industrial Software Business could suffer.

In addition, the Transaction Agreement restricts AspenTech and Emerson (with respect to the Emerson Industrial Software Business) from taking specified actions without the consent of the other until the Transactions are consummated or the Transaction Agreement is terminated. These restrictions may prevent AspenTech and Emerson (with respect to the Emerson Industrial Software Business) from pursuing otherwise attractive business opportunities and making other changes to their businesses before completion of the Transactions or termination of the Transaction Agreement. For a description of the restrictive covenants applicable to AspenTech and Emerson (with respect to the Emerson Industrial Software Business), see the section titled “The Transaction Agreement—Operations of AspenTech and the Emerson Industrial Software Business Pre-Closing” beginning on page 122 of this combined proxy statement/prospectus.

The Transactions involve the combination of businesses that currently operate as independent businesses. New AspenTech will be required to devote management attention and resources to integrating its business practices and operations, and prior to the Transactions, management attention and resources will be required to plan for such integration. Potential difficulties New AspenTech may encounter in the integration process include the following:

Furthermore, it is possible that the integration process could result in the loss of key employees or skilled workers of AspenTech and the Emerson Industrial Software Business. The loss of key employees and skilled workers could adversely affect New AspenTech’s ability to successfully conduct its business because of their experience and knowledge of AspenTech’s and the Emerson Industrial Software Business’s businesses. In addition, New AspenTech could be adversely affected by the diversion of management’s attention and any delays or difficulties encountered in connection with the integration of AspenTech and the Emerson Industrial Software Business. The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of AspenTech’s and the Emerson Industrial Software Business’s segments. If New AspenTech experiences difficulties with the integration process, the anticipated benefits of the Transactions may not be realized fully or at all, or may take longer to realize than expected. These integration matters could have an adverse effect on the business, results of operations, financial condition or prospects of New AspenTech during this transition period and for an undetermined period after completion of the Transactions.

The shares of Common Stock to be received by Emerson and the former stockholders of AspenTech in connection with the Transactions will not be adjusted if there is a change in the value or assets of AspenTech or the Emerson Industrial Software Business prior to the consummation of the Transactions. Upon the consummation of the Transactions, the former stockholders of AspenTech will receive 0.42 shares of Common Stock and the per share cash consideration for each share of AspenTech common stock. The number of shares of Common Stock such stockholders receive is fixed and will not be adjusted if there are any decreases or increases in the trading price of AspenTech common stock prior to the Closing Date. As such, the value of the shares of AspenTech common stock exchanged for Common Stock in the Transactions may be higher or lower than the value of such shares at an earlier date, but the number of shares of Common Stock received by former stockholders of AspenTech will remain at 0.42 shares of Common Stock for each share of AspenTech common stock.

However, AspenTech will not be required to consummate the Transactions if there has been any “material adverse effect” (as this term is described in the section “The Transaction Agreement—Representations and Warranties; Material Adverse Effect” beginning on page 118 of this combined proxy statement/prospectus) with respect to the Emerson Industrial Software Business.

The Transaction Agreement contains provisions that may discourage third parties from submitting business combination proposals to AspenTech that might result in greater value to AspenTech stockholders than the Transactions. The Transaction Agreement generally prohibits AspenTech from soliciting any competing acquisition proposal. In addition, if the Transaction Agreement is terminated by AspenTech or Emerson in circumstances that obligate AspenTech to pay the Termination Fee, AspenTech’s financial condition may be adversely affected as a result of the payment of the Termination Fee, which might deter third parties from

proposing alternative business combination proposals. For further information, see the sections titled “The Transaction Agreement—AspenTech Non-Solicitation; AspenTech’s Ability to Change Recommendation” and “The Transaction Agreement—Termination and Termination Fees” beginning on pages 129 and 138, respectively, of this combined proxy statement/prospectus.

Following the Closing, AspenTech stockholders will no longer be stockholders of AspenTech but will instead be stockholders of New AspenTech holding Common Stock. There are important differences between the rights of AspenTech stockholders and the rights of holders of Common Stock. For a description of different rights associated with AspenTech common stock and Common Stock, see the section titled “Comparison of Stockholder Rights and Corporate Governance Matters” beginning on page 164 of this combined proxy statement/prospectus.

Prior to the Closing, there is no trading market for the Common Stock. At the Closing, the Common Stock is expected to be listed for trading on NASDAQ. However, there can be no assurance that an active market for the Common Stock will develop after the Closing, or if it develops, that such market will be sustained. In the absence of an active trading market for the Common Stock, investors may not be able to sell their Common Stock at the time that they would like to sell.

Immediately following the Closing, Emerson will beneficially own 55% of the fully diluted shares of Common Stock. Under the Stockholders Agreement, Emerson will have the right to acquire additional equity securities of New AspenTech pursuant to pre-agreed procedures, preemptive rights and percentage maintenance rights without the approval of an RPT Committee.

Through its ownership of at least a majority of the shares of Common Stock and the provisions set forth in the New AspenTech Charter, the New AspenTech Bylaws and the Stockholders Agreement, Emerson will have the ability to designate and elect a majority of the directors of the New AspenTech Board. The Stockholders Agreement provides that, for so long as Emerson beneficially owns more than 50% of the outstanding shares of Common Stock, to the extent permitted by applicable law, if so requested by Emerson Sub, New AspenTech will avail itself of available “Controlled Company” exemptions to the corporate governance listing standards of NASDAQ (in whole or in part, as requested by Emerson Sub) that would otherwise require New AspenTech to have (i) a majority of the board of directors consist of independent directors, (ii) a nominating/corporate governance committee that is composed solely of independent directors and (iii) a compensation committee that is composed solely of independent directors. Emerson Sub will request that New AspenTech avail itself of the exemptions from the requirements that (i) the nominating/corporate governance committee be composed solely of independent directors and (ii) the compensation committee be composed solely of independent directors.

Under the Stockholders Agreement, the New AspenTech Board will initially have four directors not designated by Emerson and five directors designated by Emerson. For further information regarding the New AspenTech Board and its committees following the Closing, please see “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 141 of this combined proxy statement/prospectus.

Pursuant to the terms of the Stockholders Agreement, Emerson Sub will have the right to consent to certain material actions of New AspenTech and its subsidiaries for so long as it maintains certain ownership percentages, including over certain mergers and acquisitions, sales of assets, incurrences of indebtedness, issuances of securities and the appointment and removal of the Chief Executive Officer of New AspenTech. For as long as Emerson beneficially owns a majority of the outstanding shares of Common Stock, Emerson will also have control over all other matters submitted to stockholders for approval, including changes in capital structure, transactions requiring stockholder approval under Delaware law and corporate governance, subject to the terms of the Stockholders Agreement relating to Emerson’s agreement to vote in favor of director nominees not designated by Emerson and to proposals by Emerson to acquire all of the shares of Common Stock held by non-Emerson

stockholders that are described in more detail in “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 141 of this combined proxy statement/prospectus. Emerson and its subsidiaries may have different interests than other holders of Common Stock and may make decisions adverse to your interests.

Among other things, Emerson’s control could delay, defer, or prevent a sale of New AspenTech that New AspenTech’s other stockholders support, or, conversely, this control could result in the consummation of such a transaction that other stockholders do not support. This concentrated control could discourage a potential investor from seeking to acquire Common Stock and, as a result, might impact the market price of Common Stock.

In considering whether to approve the Transactions, AspenTech stockholders should recognize that members of AspenTech management and the AspenTech Board have interests in the Transactions that differ from, or are in addition to, their interests as stockholders of AspenTech. For a description of these interests, see the section titled “Interests of AspenTech’s Directors and Executive Officers in the Transactions” beginning on page 107 of this combined proxy statement/prospectus.

AspenTech has incurred transaction-related costs in connection with the Transactions and both AspenTech and New AspenTech will incur costs in connection with the integration of AspenTech’s and the Emerson Industrial Software Business’s businesses. There are many systems that must be integrated, including information management, purchasing, accounting and finance, sales, billing, payroll and benefits, fixed asset and lease administration systems and regulatory compliance. AspenTech and the Emerson Industrial Software Business are in the early stages of assessing the magnitude of these costs and, therefore, are not able to provide estimates of these costs. Moreover, many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. These expenses could, particularly in the near term, reduce the cost synergies that New AspenTech expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost synergies related to the integration of the businesses following the completion of the Transactions, and accordingly, any net synergies may not be achieved in the near term or at all. These integration expenses may result in New AspenTech taking significant charges against earnings following the completion of the Transactions. Some of these costs and expenses will be incurred even if the Transactions are not consummated.

The Emerson Industrial Software Business comprises two businesses of Emerson, OSI Inc. and GSS. Consequently, the financial information of Emerson Industrial Software Business included in this document has been derived from the consolidated financial statements and accounting records of Emerson and reflects all direct costs as well as an allocation of indirect costs based on assumptions and allocations made by Emerson management. The financial position, results of operations and cash flows of the Emerson Industrial Software Business presented may be different from those that would have resulted had the Emerson Industrial Software Business been operated separately from Emerson during the applicable periods or at the applicable dates. For example, in preparing the financial statements of the Emerson Industrial Software Business, Emerson made allocations of costs and Emerson corporate expenses deemed to be attributable to the Emerson Industrial Software Business. However, these costs and expenses reflect the costs and expenses attributable to the Emerson Industrial Software Business operated as part of a larger organization and do not necessarily reflect costs and expenses that would be incurred by the Emerson Industrial Software Business had it been operated independently. As a result, the historical financial information of the Emerson Industrial Software Business contained in this document may not be a reliable indicator of its future results.

Because AspenTech will combine with the Emerson Industrial Software Business only upon completion of the Transactions, it has no available historical financial information that combines the financial results for AspenTech and the Emerson Industrial Software Business. The historical financial statements contained or incorporated by reference in this document consist of the separate financial statements of AspenTech and the Emerson Industrial Software Business.

The unaudited pro forma condensed combined financial information presented in this document is for illustrative purposes only and is not intended to, and does not purport to, represent what New AspenTech’s actual results or financial condition would have been if the Transactions had occurred on the relevant dates. In addition, such unaudited pro forma combined financial information is based in part on certain assumptions regarding the Transactions that New AspenTech, AspenTech and Emerson believe are reasonable. These assumptions, however, are merely preliminary and may be updated only after the Closing. The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting, with the Emerson Industrial Software Business considered the acquirer of AspenTech. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values with any excess purchase price allocated to goodwill. The pro forma purchase price allocation was based on an estimate of the fair values of the tangible and intangible assets and liabilities of AspenTech. In arriving at the estimated fair values, AspenTech and Emerson have considered the preliminary appraisals of third-party consultants, which were based on a preliminary and limited review of the assets and liabilities related to AspenTech to be held by New AspenTech following the consummation of the Transactions. Following the Closing, New AspenTech will have a one-year period to complete the purchase price allocation after considering the fair value of AspenTech’s assets and liabilities at the level of detail necessary to finalize the required purchase price allocation. The final purchase price allocation may be different from that reflected in the pro forma purchase price allocation presented herein, and this difference may be material.

The unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or transaction-related costs or incremental capital spending that the Emerson Industrial Software Business’s or AspenTech’s management believes are necessary to realize the anticipated synergies from the Transactions. Accordingly, the pro forma financial information included in this document does not reflect what New AspenTech’s results of operations or operating condition would have been had AspenTech and the Emerson Industrial Software Business been a combined entity during all periods presented, or what New AspenTech’s results of operations and financial condition will be in the future.

To the extent that the Emerson Industrial Software Business or AspenTech currently has or is perceived by customers to have operational challenges, those challenges may raise concerns by existing customers of the other business following the Closing, which may limit or impede New AspenTech’s future ability to obtain additional orders for products or services from those customers.

Parties with which AspenTech and the Emerson Industrial Software Business currently do business or may do business in the future, including customers and suppliers, may experience uncertainty associated with the Transactions, including with respect to current or future business relationships with AspenTech, the Emerson Industrial Software Business, and New AspenTech. As a result, the business relationships of AspenTech and the Emerson Industrial Software Business may be subject to disruptions if customers, suppliers, or others attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than AspenTech, the Emerson Industrial Software Business, and New AspenTech. For example, certain customers, vendors and other counterparties have contractual consent rights that are, and may have contractual

termination rights that could be, triggered by a change of control. These disruptions could impact AspenTech’s and the Emerson Industrial Software Business’s relationships with existing customers and preclude them from attracting new customers, all of which could have a material adverse effect on the business, financial condition and results of operations, cash flows, or share price of AspenTech, the Emerson Industrial Software Business, or New AspenTech. The effect of such disruptions could be exacerbated by a delay in the consummation of the Transactions.

Emerson has agreed that following the Closing Date until the First Trigger Date and subject to certain exceptions, the Emerson Group will not compete in the business of developing, marketing and selling certain industrial software, subject to certain exceptions. See “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 141 of this combined proxy statement/prospectus.

Subject to the terms of the Stockholders Agreement, Emerson or any of its subsidiaries may engage in certain activities notwithstanding that they may fall within the scope of the competing business. Following the completion of the Transactions, Emerson may continue to engage in these activities. In addition, if we engage in activities outside the scope of the non-competition obligation under the Stockholders Agreement, Emerson will not be restricted from engaging in such activities in competition with us. See “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 141 of this combined proxy statement/prospectus for a more detailed discussion. To the extent that Emerson engages in the same or similar business activities or lines of business as us, or engages in business with any of our partners, customers or vendors, our ability to successfully operate and expand our business may be hampered.

The Stockholders Agreement will contain provisions related to corporate opportunities that may be of interest to both New AspenTech and Emerson. These provisions will provide in general that (i) 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 (ii) 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 it will belong to Emerson. The absence of a duty on the part of Emerson or its affiliates to present corporate opportunities to New AspenTech could have a material adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are allocated by Emerson to itself or its affiliates (not including New AspenTech). For a more complete description of the terms of the Stockholders Agreement, see the section titled “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 141 of this combined proxy statement/prospectus.

For two years following the completion of the Transactions (unless the Third Trigger Date has occurred), the Emerson Group will be prohibited from transferring any of its shares of Common Stock other than to a controlled affiliate of Emerson, unless approved by an RPT Committee. Following such two-year lock-up period, the Emerson Group will be permitted, subject to restrictions explained in more detail in “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 141 of this combined proxy statement/prospectus, to transfer shares of Common Stock, including in public offerings pursuant to registration rights to be granted by New AspenTech. Any such transfer could significantly increase the number of shares of Common Stock available in the market, which could cause a decrease in the price of shares of Common Stock. In addition, even if Emerson does not transfer a large number of its shares into the market, the existence of its right to transfer a large number of shares into the market may depress the price of shares of Common Stock.

For two years following the completion of the Transactions, the Emerson Group is prohibited from acquiring or seeking to acquire, directly or indirectly, additional shares of Common Stock that would result in the Emerson Group having an ownership percentage of the outstanding Common Stock greater than the percentage of outstanding Common Stock they own as of the Closing Date, subject to certain exceptions explained in more detail in “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 141 of this combined proxy statement/prospectus. Following such two-year standstill period, the Emerson Group will be permitted, subject to restrictions explained in more detail in “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 141 of this combined proxy statement/prospectus, to acquire or seek to acquire, directly or indirectly, additional shares of Common Stock which may have an adverse effect on New AspenTech’s ability to maintain NASDAQ continued listing requirements, including requirements with respect to a minimum number of holders of the Common Stock.

Following the completion of the Transactions, Emerson will have the option (but not the obligation) to, among other things, (i) purchase additional securities of New AspenTech in connection with securities being issued as consideration in an M&A transaction, or purchase securities of New AspenTech in a public offering of securities of New AspenTech securities, or other circumstances where New AspenTech securities are not being offered for cash by New AspenTech, in each case at pre-agreed prices without the need for the approval of an RPT Committee, (ii) purchase additional shares of Common Stock up to its percentage maintenance share in connection with the issuance of equity awards or securities of New AspenTech pursuant to any “at the market” program, on a quarterly basis and in accordance with the pre-agreed prices and (iii) purchase additional equity securities of New AspenTech at pre-agreed prices to maintain its ownership of certain percentages of outstanding Common Stock during certain cure periods after Emerson’s ownership of Common Stock falls below certain thresholds. Any such purchase could significantly increase the number of shares of Common Stock outstanding, which could cause a decrease in the price of shares of Common Stock. In addition, even if Emerson does not exercise its right to purchase, the existence of such right may depress the price of shares of Common Stock.

The following are risk factors that relate to the business of the combined company, New AspenTech. In this section, unless the context requires otherwise, references to “AspenTech” refer to Aspen Technology, Inc. and its consolidated subsidiaries before the completion of the Transactions; references to “New AspenTech,” “we,” “our,” or “us” refer to New AspenTech and its consolidated subsidiaries, after the completion of the Transactions.

Many countries have restrictions on travel and public assembly and closed schools and businesses in order to slow the spread of the SARS-CoV-2 virus and associated COVID-19 disease. These governmental restrictions and related private sector responses have adversely affected the business operations of some of our customers and resulted in a slowdown in closing some customer contracts and, to a lesser extent, a delay in customer payments. While the measures instituted in response to COVID-19 are expected to be temporary, the duration of the business disruptions and related operational and financial impact on our customers and us cannot be estimated with certainty at this time. The adverse effects on the economies and financial markets of many countries and markets may result in an economic downturn and changes in global economic policy that could reduce demand for our products and have a material adverse impact on our business, operating results and financial condition, including on our ability to collect accounts receivable. Our business may also be impacted if our employees are not able to perform services for customers on-site due to travel restrictions or facility closings.

Our market leadership and our future growth is largely dependent upon our ability to increase usage and product adoption by customers of our aspenONE engineering and manufacturing and supply chain offerings, OSI Inc.’s advanced transmission and distribution (T&D) software and GSS’s Paradigm and Roxar software offerings, to grow our aspenONE APM business, and to develop new software products that achieve market acceptance with acceptable operating margins. Enterprises are requiring their application software vendors to provide greater levels of functionality and broader product offerings. We must continue to enhance our current product line and develop and introduce new products and services that keep pace with increasingly sophisticated customer requirements and the technological developments of our competitors. If we fail to do so, customers may choose not to renew their contracts with us. Our business and operating results could suffer if we cannot successfully execute our strategy and drive usage and product adoption.

We will implement a product strategy for AspenTech, OSI Inc. and GSS software solutions with differentiated vertical solutions targeted at specific capital-intensive industries. We cannot ensure that our product strategy will result in new and existing products that will meet market needs and achieve significant usage and product adoption. If we fail to increase usage and product adoption or fail to develop or acquire new software products that meet the demands of our customers or our target markets, our operating results and cash flows from operations will grow at a slower rate than we anticipate and our financial condition could suffer.

In addition, we expect OSI Inc. and GSS to transition to token and/or subscription-based business models to provide enhanced flexibility and broader access to New AspenTech’s software suite for customers and improve long-term revenue and profitability. Although AspenTech management has significant experience in such business model transitions, we may not be successful in such a transition and there is no guarantee that we will achieve the expected results; for example, if our planned model transition is not acceptable to current OSI Inc. and GSS customers, they may choose not to continue their relationships with New AspenTech. Further, we may encounter unforeseen expenses, complications and delays in the process of the transition.

If demand for, or usage of, our software solutions declines for any reason, our operating results, cash flows from operations and financial position would suffer. Our business could be adversely affected by:

Because of the nature of their products and manufacturing processes and their global operations, companies in the process and other capital-intensive industries are subject to risk of adverse or even catastrophic environmental, safety and health accidents or incidents and are often subject to changing standards and regulations worldwide. In addition, worldwide economic downturns and pricing pressures experienced by energy, chemical, engineering and construction, and other capital-intensive industries have led to consolidations and reorganizations. In particular, a significant percentage of our revenue is derived from companies in the oil and gas sector. We believe that reduced demand for oil due to the COVID-19 pandemic, impacted and may continue to impact the operating levels and capital spending of certain of our customers. This has resulted in, and could continue to result in, less predictable and lower demand for our products and services. Additionally, the

COVID-19 pandemic has disrupted global supply chains in many industries, and such disruptions could also impact the operating levels and capital spending of certain of our customers and result in less predictable and lower demand for our products and services. Any such adverse environmental, safety or health incident, change in regulatory standards, or economic downturn that affects the capital-intensive industries, including continued challenges and uncertainty among customers whose business is adversely affected by a shift to a greater percentage of renewable energy sources such as wind and solar, as well as general domestic and foreign economic conditions and other factors that reduce spending by companies in these industries, could impact our operating results in the future.

Our business will be influenced by a range of factors that are beyond our control and difficult or impossible to predict. If the market for asset optimization software grows more slowly than we anticipate, demand for our products and services could decline and our operating results could be impaired.

Further, the state of the global economy may deteriorate in the future. Customer demand for our products will be linked to the strength of the global economy. If weakness in the global economy persists, many customers may amend their procurement strategies to delay or reduce their technology purchases. Capital expenditure and operating expense budgetary cycles are inherent in our customers’ procurement strategies. These cycles are often informed by oil prices and environmental factors such as the COVID-19 pandemic. Delay or reduction in our customers’ technology purchases could result in reductions in sales of our products, longer sales cycles, slower adoption of new technologies, increased price competition or reduced use of our products by our customers. We will lose revenue if demand for our products is reduced because potential customers experience weak or deteriorating economic conditions, catastrophic environmental or other events, and our business, results of operations, financial condition and cash flow from operations would likely be adversely affected.

We must anticipate and respond to market and technological changes driven by broader trends such as decarbonization and electrification efforts in response to climate change. Market growth from the use of cleaner energy sources, as well as emissions management, energy efficiency, lower greenhouse gas refrigerant usage, and decarbonization efforts are likely to depend in part on technologies not yet deployed or widely adopted today. We may not adequately innovate or position our businesses for the adoption of technologies such as battery storage solutions, hydrogen use cases in industry, mobility, and power generation, enhanced power grid demand management, carbon capture and sequestration or advanced nuclear power.

These trends and the relative competitiveness of our product and service offerings will continue to be impacted by uncertain factors such as the pace of technological developments and related cost considerations, the levels of economic growth in different markets around the world and the adoption of climate change-related policies such as carbon taxes, greenhouse gas emission reductions, incentives or mandates for particular types of energy, or policies that impact the availability of financing for certain types of projects.

Customers outside the United States will account for a significant portion of our total revenue. We anticipate that revenue from customers outside the United States will account for a significant portion of our total revenue for the foreseeable future. Our operating results attributable to operations outside the United States will be subject to additional risks, including without limitation sanctions imposed in relation to the current Russia-Ukraine conflict, and:

While we will sell our products primarily through a direct sales force located throughout the world, we also will leverage sales relationships with Emerson and other channel partners to market our products in certain locations. In the event that we are unable to adequately staff and maintain our foreign operations, we could face difficulties managing our international operations.

Some of our revenue will be denominated in a currency other than the U.S. dollar and certain of our operating expenses that are incurred outside the United States will be denominated in currencies other than the U.S. dollar. Our reported revenue and operating results will be subject to fluctuations in foreign exchange rates. Foreign currency risk arises primarily from the net difference between non-U.S. dollar receipts from customers outside the United States and non-U.S. dollar operating expenses for subsidiaries in foreign countries. Currently, we anticipate that our largest exposures to foreign exchange rates will exist primarily with the Euro, Pound Sterling, Canadian Dollar, Norwegian Krone, Japanese Yen, and Russian Ruble against the U.S. dollar. We cannot predict the impact of foreign currency fluctuations, and foreign currency fluctuations in the future may adversely affect our revenue and operating results. Any hedging policies we may implement in the future may not be successful, and the cost of those hedging techniques may have a significant negative impact on our operating results.

Our markets in general are competitive and differ among our principal product areas: engineering, manufacturing and supply chain, modeling and design, asset performance management, asset optimization and maintenance, and artificial intelligence of things (AIoT). We will face challenges in selling our solutions to large companies that have internally developed their own proprietary software solutions, and we will face competition from well-established vendors as well as new entrants in our markets. Many of our current and potential competitors have greater financial, technical, marketing, service and other resources than we have. As a result, these companies may be able to offer lower prices, additional products or services, or other incentives that we cannot match or offer. These competitors may be in a stronger position to respond more quickly to new technologies and may be able to undertake more extensive marketing campaigns. We believe they also have adopted and may continue to pursue more aggressive pricing policies and make more attractive offers to potential customers, employees and strategic partners. For example, some competitors may be able to initiate relationships through sales and installations of hardware and then seek to expand their customer relationships by offering asset optimization software at a discount. In addition, many of our expected competitors have established, and may in the future continue to establish, cooperative relationships with third parties to improve their product offerings and to increase the availability of their products in the marketplace. Competitors with greater financial resources may make strategic acquisitions to increase their ability to gain market share or improve the quality or marketability of their products.

Competition could seriously impede our ability to sell additional software products and related services on terms favorable to us. Businesses may continue to enhance their internally developed solutions, rather than investing in commercial software such as ours. Our current and potential commercial competitors may develop and market new technologies that render our existing or future products obsolete, unmarketable or less competitive. In addition, if these competitors develop products with similar or superior functionality to our products, we may need to decrease the prices for our products in order to remain competitive. If we are unable to maintain attractive pricing due to competitive pressures, our margins will be reduced and our operating results will be negatively affected. We cannot ensure that we will be able to compete successfully against current or future competitors or that competitive pressures will not materially adversely affect our business, financial condition and operating results.

Our software products are complex and may contain undetected defects or errors. We may from time to time find defects in our products and we may discover additional defects in the future. We may not be able to detect and correct defects or errors before releasing products. Consequently, we or our customers may discover defects or errors after our products have been implemented. We may in the future need to issue corrective releases of our products to remedy defects or errors. The occurrence of any defects or errors could result in:

Defects and errors in our software products could result in claims for substantial damages against us.

As part of our business strategy, we expect from time to time to seek to grow our business through acquisitions of, investments in, or partnerships with new or complementary businesses, technologies or products that we believe can improve our ability to compete in our existing customer markets or allow us to enter new markets. The potential risks associated with acquisitions and investment transactions and partnerships include, but are not limited to:

Acquisitions and/or investments may also result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities, the expenditure of available cash, and amortization expenses or write-downs related to intangible assets such as goodwill, any of which could have a material adverse effect on our operating results or financial condition. Investments in or partnerships with immature businesses with unproven track records and technologies have an especially high degree of risk, with the possibility that we may lose our entire investment or incur unexpected liabilities. We may experience risks relating to the challenges and costs of closing a business combination or investment transaction and the risk that an announced business

combination or investment transaction may not close. There can be no assurance that we will be successful in making additional acquisitions in the future or in integrating or executing on our business plan for existing or future acquisitions.

In the ordinary course of business, we may be, from time to time, involved in lawsuits, claims, investigations, proceedings and threats of litigation. The amount of damages cannot be predicted with certainty, and a successful claim brought against us could materially impact our business and financial condition. Product-related claims, even if not successful, could damage our reputation, cause us to lose existing clients, limit our ability to obtain new clients, divert management’s attention from operations, result in significant revenue loss, create potential liabilities for our clients and us, and increase insurance and other operational costs.

We cannot be certain that our software and services do not infringe patents, copyrights, trademarks or other intellectual property rights, so infringement claims might be asserted against us. In addition, we have agreed, and may agree in the future, to indemnify certain of our customers against infringement claims that third parties may assert against our customers based on use of our software or services. Such claims may have a material adverse effect on our business, may be time-consuming and may result in substantial costs and diversion of resources, including our management’s attention to our business. Furthermore, a party making an infringement claim could secure a judgment that requires us to pay substantial damages and could also include an injunction or other court order that could prevent us from selling our software or require that we re-engineer some or all of our products. Claims of intellectual property infringement also might require us to enter costly royalty or license agreements. We may be unable to obtain royalty or license agreements on terms acceptable to us or at all. Our business, operating results and financial condition could be impacted significantly if any of these events were to occur, and the price of our common stock could be adversely affected.

Our software is and will continue to be proprietary. Our strategy will be to rely on a combination of copyright, patent, trademark and trade secret laws in the United States and other jurisdictions, and to rely on license and confidentiality agreements and software security measures to further protect our proprietary technology and brand. We will obtain or apply for patent protection with respect to some of our intellectual property, but generally will not rely on patents as a principal means of protecting our intellectual property. We will register or apply to register some of our trademarks in the United States and in selected other countries. We will generally enter into non-disclosure agreements with our employees and customers and restrict third-party access to our software and source code, which we regard as proprietary information. In certain cases, we may provide copies of source code to customers for the purpose of special product customization or may deposit copies of the source code with a third-party escrow agent as security for ongoing service and license obligations. In these cases, we will rely on non-disclosure and other contractual provisions to protect our proprietary rights.

The steps we have taken to protect our proprietary rights may not be adequate to deter misappropriation of our technology or independent development by others of technologies that are substantially equivalent or superior to our technology. Our intellectual property rights may expire or be challenged, invalidated or infringed upon by third parties or we may be unable to maintain, renew or enter into new licenses on commercially reasonable terms. Any misappropriation of our technology or development of competitive technologies could impact our business and could diminish or cause us to lose the competitive advantages associated with our proprietary technology, and could subject us to substantial costs in protecting and enforcing our intellectual property rights, and/or temporarily or permanently disrupt our sales and marketing of the affected products or services. The laws of some countries in which our products are licensed do not protect our intellectual property rights to the same extent as the laws of the United States. Moreover, in some non-U.S. countries, laws affecting intellectual property rights are uncertain in their application, which can affect the scope of enforceability of our intellectual property rights.

We have devoted and will continue to devote significant resources to updating our software and developing new products, and our financial performance will be dependent in part upon our ability to bring new products and services to market. Our customers will use our software to optimize their manufacturing processes and manage asset performance, and they will rely on us to provide updates and releases as part of our software maintenance and support services, and to provide remote on-line troubleshooting support. The security of our information technology environment will be therefore important to our research and development initiatives, and an important consideration in our customers’ purchasing decisions. We will maintain cybersecurity policies and procedures, including employee training, to manage risk to our information systems, and we will evaluate and adapt our systems and processes to mitigate evolving cybersecurity threats, including the increase in ransomware attacks. Our policy will be to follow appropriate cybersecurity frameworks to manage and reduce cybersecurity risk. We may incur additional costs to maintain appropriate cybersecurity protections in response to evolving cybersecurity threats, and we may not be able to safeguard against all data security breaches or misuses of data. If the security of our systems is impaired, or if our systems are infiltrated by unauthorized persons, our development initiatives might be disrupted, we might be unable to provide service, and our customers and their operations may be subject to cyberattacks and resulting business disruptions and financial losses. Our customer relationships might deteriorate, our reputation in the industry could be impacted, and we could be subject to liability claims. This could reduce our revenues, and expose us to significant costs to detect, correct and avoid recurrences of any breach of security and to defend any claims against us. In addition, our insurance coverage may not be adequate to cover all costs related to cybersecurity incidents and the disruptions resulting from such events.

We rely on information technology networks and systems, including the internet, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities. These technology networks and systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components; power outages; telecommunications or system failures; terrorist attacks; natural disasters; employee error or malfeasance; server or cloud provider breaches; and computer viruses or cyberattacks. Cybersecurity threats and incidents can range from uncoordinated individual attempts to gain unauthorized access to information technology networks and systems to more sophisticated and targeted measures, known as advanced persistent threats, directed at our products, customers and/or third-party service providers. Despite the implementation of cybersecurity measures (including government security clearances, access controls, data encryption, vulnerability assessments, continuous monitoring, and maintenance of backup and protective systems), our information technology systems may still be vulnerable to cybersecurity threats and other electronic security breaches. It is possible for such vulnerabilities to remain undetected for an extended period. In addition, it is possible a security breach could result in theft of trade secrets or other intellectual property or disclosure of or access to confidential customer, supplier or employee information, including personal information. Should we be unable to prevent security breaches or other damage to our information technology systems, disruptions could have an adverse effect on our operations, as well as expose New AspenTech to litigation, liability or penalties under privacy laws, increased cybersecurity protection costs, reputational damage and product failure. In addition, we must comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in the U.S. and elsewhere. Compliance with privacy and localization laws and regulations increases operational complexity. Failure to comply with these regulatory standards could subject us to fines and penalties, as well as legal and reputational risks, including investigations and proceedings brought against New AspenTech by governmental entities or others.

We will have strategic and technology relationships with other companies with which we work to offer complementary solutions and services, that market and sell our solutions, and that provide technologies that we embed in our solutions. We may not realize the expected benefits from these relationships and such relationships

may be terminated by the other party. If these companies fail to perform or if a company terminates or substantially alters the terms of the relationship, we could suffer delays in product development, reduced sales or other operational difficulties and our business, results of operations and financial condition could be materially adversely affected.

Our success will depend upon our ability to attract and retain highly skilled managerial, sales and marketing, technical, financial and administrative personnel to operate and grow our business. In addition, because of the highly technical nature of our products and services, we must attract and retain highly skilled engineering and development personnel. The market for this talent is highly competitive.

The technical personnel that will be required to develop our products and solutions are in high demand, particularly technical personnel with a combination of AI, domain and real-time application expertise as there are comparatively fewer persons with those skills. If we are unable to attract and retain technical personnel with the requisite skills, our product and solution development efforts could be delayed, which could adversely affect our ability to compete and thereby adversely affect our revenues and profitability. The managerial, sales and marketing, financial and administrative personnel necessary to guide our operations, market and sell our solutions and support our business operations are also in high demand due to the intense competition in our industry. Furthermore, our ability to attract and retain employees may be affected by the COVID-19 pandemic and its effects on global workforce patterns and employee expectations regarding returning to offices, and may result in a more geographically distributed workforce and higher employee turnover than we anticipate.

If we are unable to attract and retain the personnel we need to develop compelling products and solutions, and guide, operate and support our business, we may be unable to successfully compete in the marketplace, which would adversely affect our revenues and profitability.

Following the Transactions, the Emerson Group will beneficially own a majority of the shares of Common Stock, which could discourage takeover attempts by a third party. Further, the New AspenTech Charter and New AspenTech Bylaws also will contain provisions that may delay, defer or discourage another party from acquiring a significant number of shares of Common Stock or, in the event that the Emerson Group no longer beneficially owns a majority of the shares of Common Stock, control of New AspenTech. Among other things, the New AspenTech Charter and Bylaws include provisions regarding:

These provisions may discourage, in the event that the Emerson Group no longer beneficially owns a majority of the shares of Common Stock, unsolicited takeover proposals that stockholders may consider to be in their best interests. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for New AspenTech securities, especially in the event that the Emerson Group no longer beneficially owns a majority of the shares of Common Stock.

Pursuant to the New AspenTech Charter, unless the New AspenTech Board consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for state law claims for (i) any derivative action or proceeding brought on behalf of New AspenTech, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or stockholder of New AspenTech to New AspenTech or New AspenTech’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or the New AspenTech Charter or the New AspenTech Bylaws or (iv) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL. The New AspenTech Charter further provides that unless the New AspenTech Board consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”). The Federal Forum Provision in the New AspenTech Charter may impose additional litigation costs on stockholders in pursuing any such claims. Additionally, the Federal Forum Provision may limit New AspenTech stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with New AspenTech or New AspenTech’s directors, officers or employees, which may discourage the filing of such lawsuits against New AspenTech and New AspenTech’s directors, officers and employees even though an action, if successful, might benefit New AspenTech’s stockholders. In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court are “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce the Federal Forum Provision in the New AspenTech Charter. If the Federal Forum Provision is found to be unenforceable, New AspenTech may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid. The Court of Chancery of the State of Delaware and the federal district courts of the United States may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to New AspenTech than New AspenTech’s stockholders.

This combined proxy statement/prospectus contains “forward-looking” statements as that term is defined in Section 27A of the Securities Act, and Section 21E of the Exchange Act, including statements regarding the proposed Transactions between Emerson and AspenTech. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected timing and structure of the proposed Transactions; the ability of the parties to complete the proposed Transactions considering the various closing conditions; the expected benefits of the proposed Transactions, 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 Transactions; the projected future financial performance of the Emerson Industrial Software Business, AspenTech and New AspenTech; 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 Transactions, 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 Transactions, 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 Transactions may not be completed in the time frame expected by Emerson or AspenTech, or at all; (3) unexpected costs, charges or expenses resulting from the proposed Transactions; (4) uncertainty of the expected financial performance of New AspenTech following completion of the proposed Transactions; (5) failure to realize the anticipated benefits of the proposed Transactions, including as a result of delay in completing the proposed Transactions or integrating the Emerson Industrial Software Business and 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 Transactions; (10) potential litigation in connection with the proposed Transactions or other settlements or investigations that may affect the timing or occurrence of the proposed Transactions 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 the Emerson Industrial Software Business, 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 Transactions; (17) the risk that disruptions from the proposed Transactions will harm the Emerson Industrial Software Business and AspenTech, including current plans and operations; (18) certain restrictions during the pendency of the acquisition that may impact the Emerson Industrial Software Business’s or AspenTech’s ability to pursue certain

business opportunities or strategic transactions; (19) the Emerson Industrial Software Business’s, AspenTech’s and New AspenTech’s ability to meet expectations regarding the accounting and tax treatments of the proposed Transactions; and (20) other risk factors as detailed from time to time in AspenTech’s reports filed with the SEC, including 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. This list should not 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 combined proxy statement/prospectus. Neither AspenTech nor New AspenTech undertakes any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

AspenTech is providing this combined proxy statement/prospectus to its stockholders in connection with the solicitation of proxies to be voted at the AspenTech special meeting (or any adjournment or postponement of the special meeting) that AspenTech has called to consider and vote on the proposals set forth below.

This combined proxy statement/prospectus is first being mailed to AspenTech stockholders on or about [ ], 2022.

The special meeting will be held at [ ] on [ ], 2022, at [ ], Eastern time.

Although we are currently planning to hold the special meeting in person, in light of the ongoing public health concerns surrounding the coronavirus (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.

The purpose of the special meeting is to consider the following matters:

The record date for the special meeting is [ ], 2022.

Only AspenTech stockholders of record at the close of business on the record date of [ ], 2022, will be entitled to receive notice of and to vote at the special meeting or any adjournment thereof. Shares of AspenTech common stock held by AspenTech as treasury shares and by AspenTech’s subsidiaries will not be entitled to vote.

As of the close of business on the record date of [ ], 2022, there were [ ] shares of AspenTech common stock outstanding and entitled to vote at the special meeting. Each holder of AspenTech common stock is entitled to one vote for each share of AspenTech common stock owned as of the close of business on the record date.

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, outstanding and entitled to vote at the special meeting will constitute a quorum.

Proxies received but marked as abstentions, if any, 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.

The required votes to approve the AspenTech proposals are as follows:

A complete list of AspenTech stockholders entitled to vote at the special meeting will be available for inspection at the principal place of business of AspenTech during regular business hours for a period of no less than 10 days before the special meeting and during and at the place of the special meeting.

If your shares are held in an account of a broker, nominee, fiduciary or other custodian or through another nominee, you must instruct the broker, nominee, fiduciary or other custodian or other nominee on how to vote your shares. If you do not provide voting instructions to your broker, nominee, fiduciary or other custodian or other nominee, your shares will not be voted on any proposal on which your broker, nominee, fiduciary or other custodian or other nominee does not have discretionary authority to vote.

Under NASDAQ rules, brokers, nominees, fiduciaries or other custodians or other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that NASDAQ determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on by you at the special meeting are “non-routine” matters, and therefore brokers do not have discretionary authority to vote on any of the proposals. Broker non-votes occur when a broker, nominee, fiduciary or other custodian or other nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power. Broker non-votes will have the same effect as a vote against the Transaction Proposal, no effect on the Compensation Proposal, and no effect on the Adjournment Proposal.

Therefore, if you do not provide voting instructions to your broker, your shares will not be voted on:

At the close of business on the record date for the special meeting, AspenTech’s directors and executive officers and their affiliates beneficially owned and had the right to vote [ ] shares of AspenTech common stock at the special meeting, which represents approximately [ ]% of the shares of AspenTech common stock entitled to vote at the special meeting.

It is expected that AspenTech directors and executive officers and their affiliates will vote their shares:

However, no director or executive officer has entered into any agreement obligating him or her to vote in any particular way.

Stockholders of record, as well as stockholders who hold their shares in “street name” who obtain a proxy from their broker, may vote in person by ballot at the special meeting.

Stockholders of record may vote by submitting their proxies:

The Internet and telephone proxy submission procedures are designed to authenticate stockholders and to allow them to confirm that their instructions have been properly recorded.

Stockholders of AspenTech who hold their shares in “street name” by a broker, nominee, fiduciary or other custodian or other nominee should refer to the proxy card or other information forwarded by their broker, nominee, fiduciary or other custodian for instructions on how to vote their shares.

AspenTech recommends that you submit your proxy even if you plan to attend the special meeting. If you attend the special meeting and are a stockholder of record, you may vote by ballot, thereby canceling any proxy previously submitted. If you properly give your proxy and submit it to AspenTech in time to vote, one of the individuals named as your proxy will vote your shares as you have directed. If you hold your shares in “street name,” you will have to obtain a legal proxy in your name from the broker, nominee, fiduciary or other custodian who holds your shares in order to vote in person at the special meeting. You may vote for or against the proposals or abstain from voting.

If you are a 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:

Stockholders may revoke their proxy and/or change their vote at any time before their shares 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:

Your most current proxy card or telephone or Internet proxy is the one that is counted. If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

This combined proxy statement/prospectus is furnished in connection with the solicitation of proxies by the AspenTech Board to be voted at the special meeting.

AspenTech will bear all costs and expenses in connection with the solicitation of proxies, including the charges of brokerage houses and other custodians, nominees or fiduciaries for forwarding documents to security owners. Proxies may also be solicited by certain of AspenTech’s directors, officers and employees by telephone, electronic mail, letter, facsimile or in person, but no additional compensation will be paid to them (other than reasonable out-of-pocket expenses). AspenTech has retained Innisfree M&A Incorporated to assist in the distribution and solicitation of proxies. AspenTech will pay Innisfree M&A Incorporated fees of approximately $75,000, plus reasonable out-of-pocket expenses, for these services.

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.

Under the amended and restated bylaws of AspenTech, the business to be conducted at the special meeting will be limited to the purposes stated in the notice to AspenTech stockholders provided with this combined proxy statement/prospectus.

Adjournments may be made for the purpose of, among other things, soliciting additional proxies. To approve the adjournment of the special meeting, the affirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote thereon 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. AspenTech is not required to notify stockholders of any adjournment of 30 days or less if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. If a quorum is present at any adjourned meeting, AspenTech may transact any business that it might have transacted at the original meeting. Proxies submitted by AspenTech stockholders for use at the special meeting may be used at any adjournment or postponement of the meeting. Unless the context otherwise requires, references to the special meeting in this combined proxy statement/prospectus are to such special meeting as adjourned or postponed.

AspenTech’s transfer agent is American Stock Transfer & Trust Co. All communications concerning accounts of AspenTech’s stockholders of record, including address changes, name changes, inquiries as to requirements to transfer shares of common stock and similar issues can be handled by calling American Stock Transfer & Trust Co. toll-free at +1 (800) 937-5449.

The AspenTech Board has reviewed and considered the terms of the Transaction Agreement and has determined that the Transaction Agreement and the Transactions contemplated thereby, including the Merger, are advisable and in the best interests of AspenTech and its stockholders. Accordingly, the AspenTech Board recommends that AspenTech stockholders vote:

AspenTech stockholders should carefully read this combined proxy statement/prospectus, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the Transaction Agreement and the Transactions contemplated thereby.

Newco is a Delaware corporation that was formed by Emerson Sub for the purpose of engaging in the Transactions. Since the date of its incorporation, Newco has not engaged in any activities other than as contemplated by the Transaction Documents. Following the completion of the Transactions, Newco (thereafter being referred to as New AspenTech) will own AspenTech and the Emerson Industrial Software Business. Immediately after the completion of the Transactions, New AspenTech’s equity capital will consist solely of the Common Stock issued pursuant to the Transactions. For a description of the capital stock of New AspenTech, see “Description of New AspenTech Capital Stock” beginning on page 175 of this combined proxy statement/prospectus.

The principal executive offices of Newco are located at 8000 West Florissant Ave. P.O. Box 4100, St. Louis, MO 63136, and the telephone number at that address is (314) 553-2000. Following the Closing, the principal executive offices of New AspenTech will be located at 20 Crosby Drive, Bedford, MA 01730, and the telephone number at this location is (781) 221-6400.

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. Additional information about AspenTech and its subsidiaries is included in documents incorporated by reference in this combined proxy statement/prospectus. See “Where You Can Find Additional Information” beginning on page 212 of this combined proxy statement/prospectus.

The principal executive offices of AspenTech are located at 20 Crosby Drive, Bedford, MA 01730, and the telephone number at this location is (781) 221-6400.

Emerson, headquartered in St. Louis, MO, is a global technology and engineering company providing innovative solutions for customers in industrial, commercial and residential markets. Its Automation Solutions business helps process, hybrid and discrete manufacturers maximize production, protect personnel and the environment while optimizing their energy and operating costs. Its Commercial and Residential Solutions business helps ensure human comfort and health, protect food quality and safety, advance energy efficiency and create sustainable infrastructure.

The Emerson Industrial Software Business is comprised of OSI Inc. and GSS. OSI Inc. and GSS are part of Emerson’s Automation Solutions business. OSI Inc. offers OT solutions that enable utilities to control generation, transmission, and distribution of power and ultimately ensure supply equals demand in the power grid. GSS is a leading developer of software solutions to the global energy and alternative energy, carbon capture and storage, and minerals and mining industries. GSS provides geological simulation software that characterizes subsurface geological formations from seismic interpretation to dynamic simulation, connecting reservoirs to operational activities to optimize production and utilization. See “Business—Overview of Emerson’s OSI Inc. and GSS Businesses” beginning on page 183 of this combined proxy statement/prospectus for more information on the Emerson Industrial Software Business.

EMR Worldwide, Inc. (Emerson Sub) is a wholly owned operating subsidiary of Emerson that, as of immediately prior to the Closing, will own indirectly the Emerson Industrial Software Business, which will be contributed to Newco as part of the Contribution. Emerson Sub is and will be prior to and following the Closing, wholly owned by Emerson.

Emersub CXI, Inc. (Merger Sub) has been formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation, Merger Sub has not engaged in any activities other than as contemplated by the Transaction Documents. Merger Sub is and will be prior to the Closing, a corporation incorporated in Delaware and wholly and directly owned by Newco.

The Transaction Agreement and related documents provide that, on the terms and subject to the conditions set forth in the Transaction Agreement, among other things:

The Transaction Agreement is attached as Annex A to this combined proxy statement/prospectus. We encourage you to read the Transaction Agreement carefully and fully, as it is the legal document that governs the Transactions.

The following diagram illustrates the structure of New AspenTech and its stockholders upon completion of the Transactions:

The following chronology summarizes the key meetings and events that led to the signing of the Transaction Agreement. This chronology does not purport to catalogue every conversation of or among members of the AspenTech Board, AspenTech management, AspenTech’s advisors, Emerson, the Emerson board of directors, Emerson management, Emerson’s advisors or any other person. For purposes of this section, “Emerson” refers to Emerson Electric Co. unless noted otherwise.

The AspenTech Board regularly evaluates AspenTech’s historical performance, future growth prospects and long-term strategic plan and considers various strategic opportunities available to AspenTech as well as ways to enhance shareholder value and AspenTech’s performance and prospects, including in light of the business, competitive, regulatory, financing and economic environment and developments in AspenTech’s industry. These reviews have included discussions as to whether AspenTech should continue to execute on its strategy as a stand-alone company, pursue various acquisitions or collaborations, seek to improve its capital structure or pursue a sale of the entire company. As part of these reviews, the AspenTech Board has considered from time to time what would offer the best avenue to enhance shareholder value along with the potential benefits and risks of any potential alternative.

Commencing in 2018, AspenTech and Emerson were party to a commercial alliance. From 2018 through 2021, AspenTech and Emerson entered into a memorandum of understanding and other operational agreements under the commercial alliance through which Emerson would solicit orders on a commission or sell-through basis as a channel partner of AspenTech.

In September 2020, the AspenTech Board, with the assistance of J.P. Morgan Securities LLC (“J.P. Morgan”), reviewed a number of strategic options for AspenTech for a potential transaction to increase shareholder value, which included a discussion of a possible transaction with Emerson that Mr. Antonio Pietri, Chief Executive Officer of AspenTech, had informally discussed with representatives of Centerview Partners LLP (“Centerview”) from time to time prior to September 2020.

On November 19, 2020, Mr. Pietri met with representatives of Centerview and discussed a range of possible value creation alternatives, including an illustrative transaction with Emerson. At that time, Centerview was not Emerson’s financial advisor but suggested that they could get further information regarding Emerson’s industrial software businesses that could help evaluate the illustrative transaction. Mr. Pietri expressed an interest in understanding the composition of Emerson’s industrial software businesses, including the business mix across software and services revenue. The representatives of Centerview communicated AspenTech’s interest in learning more about Emerson’s industrial software businesses to Mr. Mark Bulanda, Emerson’s Senior Vice President and Head of Planning and Business Development at the time, who provided further detail about Emerson’s industrial software businesses to representatives of Centerview on December 5, 2020. The representatives of Centerview used that information to refresh their analysis on a potential illustrative transaction and shared the updated analysis with Mr. Pietri in a meeting on December 17, 2020.

On December 22, 2020, representatives of Goldman Sachs & Co. LLC (“Goldman Sachs”), at that time the financial advisor to a company referred to as “Company A,” contacted AspenTech to discuss AspenTech potentially participating in the auction process for the sale of a subsidiary of Company A (the “Company A Subsidiary”). AspenTech expressed interest in participating in the process.

On December 23, 2020, representatives of Centerview emailed to Mr. Pietri a follow-up document in response to the discussion the representatives of Centerview had with Mr. Pietri on December 17, 2020, that included further sensitivity analysis on an illustrative framework for a potential strategic transaction with Emerson.

On January 8, 2021, representatives of Centerview emailed to Mr. Pietri an updated illustrative framework for a potential strategic transaction between Emerson and AspenTech and had a discussion with him regarding the possible transaction. Mr. Pietri inquired if it was Centerview’s view that Emerson would have interest in the potential transaction and the representatives of Centerview communicated that Emerson management had expressed support of the strategic rationale and perceived financial merits.

On or about January 11, 2021, Emerson engaged Centerview as its financial advisor.

On January 14, 2021, all of the members of the AspenTech Board held a meeting, also attended by representatives of AspenTech management and Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), M&A

legal advisor to AspenTech with whom AspenTech had a historical relationship. At the meeting, representatives of Skadden advised the AspenTech Board of its fiduciary duties in the context of a potential sale of the entire company or part of the company. Mr. Pietri reported on recent discussions with potential counterparties to a potential strategic transaction with AspenTech. The AspenTech Board also discussed and approved the engagement of J.P. Morgan.

On January 15, 2021, AspenTech entered into an engagement letter with J.P. Morgan.

Also on January 15, 2021, an executive of a company referred to as “Company B” contacted Mr. Pietri, on an unsolicited basis, and verbally indicated that Company B had an interest in discussing a possible partnership with AspenTech. On that same day, representatives of Goldman Sachs, in its capacity as financial advisor to Company A, contacted representatives of J.P. Morgan to inform Mr. Pietri that AspenTech was on the “short list” of potential counterparties to the potential sale of the Company A Subsidiary.

On January 19, 2021, during a meeting of all of the members of the AspenTech Board, also attended by representatives of Skadden, J.P. Morgan and AspenTech management, the AspenTech Board determined it was in the best interests of AspenTech to form a Transaction Committee consisting of Mr. R. Halsey Wise, Mr. Robert M. Whelan, Jr., Mr. Donald P. Casey, Dr. Georgia Keresty and Mr. Pietri (the “First Transaction Committee”). Representatives of J.P. Morgan presented materials to the AspenTech Board regarding an illustrative process, potential counterparties and next steps of a potential strategic transaction process involving AspenTech in the event the AspenTech Board decided to move forward with such a process. In addition, the AspenTech Board discussed and reviewed AspenTech management’s preliminary long-term forecasts and approved commencement of outreach to certain counterparties regarding a potential strategic transaction.

Commencing on January 20, 2021, representatives of J.P. Morgan began contacting potential counterparties (which included potential strategic and financial buyers and partners) regarding a potential strategic transaction. Representatives of J.P. Morgan initially contacted seven potential counterparties approved by the AspenTech Board, while representatives of five additional potential counterparties, including Emerson, Company A, and Company B, had already contacted either Mr. Pietri or representatives of J.P. Morgan to express interest in a potential transaction involving AspenTech. Eleven of these twelve potential counterparties (including Emerson) eventually entered into confidentiality agreements with AspenTech (and the other potential counterparty already had an existing confidentiality agreement with AspenTech). Eleven of the twelve confidentiality agreements included standstill provisions, and only two of the standstill provisions remained in effect after the execution and subsequent announcement of the Transaction Agreement and those two provisions continue in effect as of the date hereof. Neither of the two confidentiality agreements with current standstill provisions have a prohibition on requesting a waiver of the standstill from AspenTech and both agreements permit private acquisition proposals to AspenTech. These twelve potential counterparties were subsequently provided with preliminary due diligence materials. Two additional counterparties contacted AspenTech and representatives of J.P. Morgan on an unsolicited basis after hearing about AspenTech’s interest in a potential strategic transaction; however, they ultimately indicated that they were not interested in pursuing a strategic transaction with AspenTech.

On January 25, 2021, all of the members of the AspenTech Board held a meeting, also attended by representatives of Skadden, J.P. Morgan, and AspenTech management. AspenTech management presented to the AspenTech Board an update on its long-term forecasts and representatives of J.P. Morgan presented the status of the outreach to potential counterparties. Representatives of J.P. Morgan also shared their relationship disclosure letter with the AspenTech Board.

On January 27, 2021, the First Transaction Committee held its first meeting, also attended by representatives of Skadden, J.P. Morgan, and AspenTech’s general counsel. Representatives of J.P. Morgan presented to the First Transaction Committee an update on the status of the outreach to potential counterparties. The First Transaction Committee discussed long-term financial forecasts for AspenTech being prepared by AspenTech management.

On January 29, 2021, at AspenTech’s annual meeting of stockholders, Dr. Thomas M. Bradicich, Ms. Adriana Karaboutis and Dr. Georgia Keresty were elected as Class III Directors of the AspenTech Board.

On February 1, 2021, representatives of Centerview, on behalf of Emerson, had a discussion with Mr. Pietri and reiterated the merits of a possible transaction between the two companies. Mr. Pietri explained that AspenTech had begun contacting possible transaction counterparties and Emerson had been contacted. Emerson also agreed to enter into a confidentiality agreement with AspenTech.

On February 3, 2021, the First Transaction Committee held a meeting, also attended by representatives of Skadden, J.P. Morgan, and AspenTech management. Representatives of J.P. Morgan presented to the First Transaction Committee an update on the status of the outreach to potential counterparties, as well as a draft of the AspenTech management presentation proposed to be presented to potential counterparties.

On February 4, 2021, Emerson entered into a confidentiality agreement with AspenTech.

On February 8, 2021, all of the members of the AspenTech Board held a meeting, also attended by representatives of Skadden, J.P. Morgan, and AspenTech management. Representatives of J.P. Morgan discussed with the AspenTech Board the current timeline for AspenTech management to finalize its long-term financial forecasts for AspenTech.

On February 9, 2021, a representative from a party referred to as “Company C,” which was one of the twelve potential counterparties that ultimately entered into a confidentiality agreement with AspenTech, contacted Mr. Pietri directly to confirm that, if AspenTech was exploring potential strategic transaction opportunities, Company C was interested in participating in the process. Mr. Pietri confirmed that AspenTech was indeed exploring potential strategic transaction opportunities.

On February 10, 2021, the First Transaction Committee held a meeting, also attended by representatives of Skadden, J.P. Morgan, and AspenTech management. Representatives of J.P. Morgan presented to the First Transaction Committee an update on the status of the strategic process. The then-Chief Financial Officer of AspenTech, Mr. Karl E. Johnsen, updated the First Transaction Committee about the status of the long-term financial forecasts for AspenTech.

On February 11, 2021, AspenTech filed a Current Report on Form 8-K announcing that Mr. Johnsen had entered into a transition agreement with AspenTech on February 10, 2021, providing for Mr. Johnsen’s continued employment through June 30, 2021 (or a longer mutually agreed-upon period) while AspenTech searched for a new Chief Financial Officer. That same day, Mr. Pietri made a presentation relating to a strategic overview of AspenTech to Mr. Bulanda and Mr. Peter Zornio, Chief Technology Officer of Emerson Automation Solutions. The same presentation was also made to nine other potential counterparties out of the twelve parties that had signed a confidentiality agreement with AspenTech, including Companies B and C and Companies D and E discussed below.

On February 12, 2021, one potential counterparty (that was one of the twelve parties that had signed a confidentiality agreement with AspenTech) informed representatives of J.P. Morgan that it was dropping out of the process, which the representatives of J.P. Morgan communicated to AspenTech.

On February 16 and 17, 2021, the First Transaction Committee held meetings to discuss the updated long-term financial forecasts for AspenTech prepared by AspenTech management, which were presented to all of the members of the AspenTech Board at its meeting on February 19, 2021. The long-term financial forecasts presented to the AspenTech Board included three scenarios: a downside case, a base case and an upside case. The AspenTech Board determined that the upside case was the most likely case and adopted the upside case to be used in the valuation analysis to be done by representatives of J.P. Morgan. For more information about the long-term financial forecasts approved by the AspenTech Board, see the section titled “Projected Financial Data” beginning on page 77 of this combined proxy statement/prospectus.

Representatives of Skadden, J.P. Morgan, and AspenTech management also attended all three meetings mentioned above. Dr. Bradicich also attended both First Transaction Committee meetings, while Ms. Karaboutis attended the February 16, 2021 First Transaction Committee meeting. Representatives of J.P. Morgan also provided an update on the status of the outreach to potential counterparties at the February 16, 2021 First Transaction Committee meeting and the February 19, 2021 AspenTech Board meeting.

On February 23, 2021, representatives of J.P. Morgan held a call with representatives of Centerview to provide an update on the strategic process. The representatives of J.P. Morgan shared that AspenTech was reviewing a full range of strategic alternatives. They communicated that further financial information would be shared after forecasts were reviewed and approved by the AspenTech Board and they anticipated requests for feedback on possible proposals in the mid-March timeframe.

On February 24, 2021, the First Transaction Committee held a meeting, also attended by representatives of Skadden, J.P. Morgan, and AspenTech management. Representatives of J.P. Morgan presented to the First

Transaction Committee an update on the status of the strategic process. The First Transaction Committee agreed that the approved long-term financial forecasts for AspenTech and a process letter should be sent to six of the twelve counterparties that ultimately signed confidentiality agreements with AspenTech. These six potential counterparties were chosen because the First Transaction Committee viewed them as the most viable candidates for a potential strategic transaction with AspenTech (the six selected counterparties collectively, the “Selected Potential Bidders”). These six potential counterparties included Emerson, Company C, two other parties referred to respectively as “Company D” and “Company E,” and two additional parties. The process letter requested proposals for an acquisition of AspenTech or other structured transactions by 5:00 p.m. on March 17, 2021. Later that day, representatives of J.P. Morgan sent such documents to the Selected Potential Bidders.

On March 1, 2021, one potential counterparty that was not one of the Selected Potential Bidders informed Mr. Pietri that it was withdrawing from the process.

On March 2, 2021, AspenTech announced by press release the appointment of Ms. Chantelle Breithaupt to the position of Senior Vice President, Chief Financial Officer and noted that Mr. Johnsen would continue with AspenTech in an advisory role through June 30, 2021. AspenTech filed a Current Report on Form 8-K announcing Ms. Breithaupt’s appointment.

On March 3, 2021, the First Transaction Committee held a meeting, also attended by Ms. Karaboutis and representatives of AspenTech management, Skadden, and J.P. Morgan. Representatives of J.P. Morgan presented to the First Transaction Committee an update on the status of the strategic process. The First Transaction Committee instructed the representatives of J.P. Morgan to send the approved long-term financial forecasts for AspenTech and the process letter to Company A, which representatives of J.P. Morgan sent on March 4, 2021. Reference to the “Selected Potential Bidders” shall hereafter include Company A.

On March 8, 2021, Company B, which was not a Selected Potential Bidder, and one Selected Potential Bidder informed representatives of J.P. Morgan that they were withdrawing from the process, which the representatives of J.P. Morgan communicated to AspenTech.

Also on March 8, 2021, the AspenTech Board elected Ms. Karen Golz as a Class I Director.

On March 9, 2021, two additional potential counterparties, neither of which were Selected Potential Bidders, informed representatives of J.P. Morgan that they were withdrawing from the process, which the representatives of J.P. Morgan communicated to AspenTech.

On March 10, 2021, the First Transaction Committee held a meeting, also attended by Ms. Karaboutis and representatives of AspenTech management, Skadden, and J.P. Morgan. Representatives of J.P. Morgan presented to the First Transaction Committee an update on the status of the strategic process.

On March 12, 2021, representatives of J.P. Morgan discussed with representatives of Centerview the ongoing strategic process and the initial indication which was targeted for March 17, 2021. The representatives of Centerview shared that Emerson was working toward that date but may need more time before submitting a proposal and that they would be back in touch with the representatives of J.P. Morgan as timing became clearer.

On March 16, 2021, all of the members of the AspenTech Board held a meeting, also attended by representatives of AspenTech management, Skadden, and J.P. Morgan. Representatives of J.P. Morgan presented to the AspenTech Board an update on the status of the strategic process. Representatives of AspenTech management presented two alternative potential acquisition targets for AspenTech: the Company A Subsidiary and an entity owned by Company D (the “Company D Subsidiary”). Representatives of J.P. Morgan presented a preliminary standalone valuation analysis of the Company A Subsidiary and the AspenTech Board indicated its support for continuing to explore a potential transaction to acquire the Company A Subsidiary.

On March 17, 2021, before any bidder had submitted a proposal in response to the process letter, the First Transaction Committee held a meeting, also attended by Dr. Bradicich, Ms. Golz, and representatives of AspenTech management, Skadden, and J.P. Morgan. Representatives of J.P. Morgan presented to the First Transaction Committee an update on the status of the strategic process, including an update on the Selected Potential Bidders. The First Transaction Committee discussed alternative paths forward, including AspenTech potentially submitting a bid to acquire the Company A Subsidiary.

On March 17 and 18, 2021, AspenTech received proposals from Company C, Company D and Company E, none of which was a firm proposal for the acquisition of AspenTech as a whole. Company C proposed a

minority investment of $750 million to $1 billion in AspenTech common stock. Company D offered two alternative transactions: (i) a minority investment of $1 billion to $1.5 billion, with no identified potential co-investors, to support a take private of AspenTech; or (ii) the potential sale of the Company D Subsidiary to AspenTech in exchange for consideration consisting of cash and AspenTech common stock (the transaction in the foregoing clause (ii) is referred to hereinafter as “Transaction D”). The letter from Company E indicated that (i) Company E would be willing to partner with AspenTech to fund future acquisition transactions for an undeclared investment amount in AspenTech; and (ii) Company E believed that there was an opportunity for a strategic combination between AspenTech and a subsidiary of Company E, but did not specify a consideration amount or transaction structure. None of the other Selected Potential Bidders that remained in the process submitted a proposal in response to the process letter.

On March 18, 2021, AspenTech submitted a non-binding, preliminary indication of interest to acquire the Company A Subsidiary.

On March 19, 2021, an executive from another company not yet involved in the process, referred to as “Company F,” contacted a member of the AspenTech Board to discuss potential opportunities for a transaction with AspenTech, which the AspenTech Board member subsequently communicated to the whole AspenTech Board.

On March 21, 2021, representatives of Goldman Sachs informed AspenTech management that AspenTech had not been selected to proceed to the second round of the possible sale of the Company A Subsidiary. AspenTech ceased further contact with Company A regarding a potential transaction.

On March 22, 2021, representatives of J.P. Morgan, Emerson and Centerview held a diligence discussion on AspenTech’s financials. Later that day, representatives of Centerview held a call with representatives of J.P. Morgan and communicated that Emerson intended to submit a proposal on or around March 25, 2021, given their internal review process, including a board discussion. Also on that day, Ms. Breithaupt commenced her employment as Senior Vice President, Chief Financial Officer of AspenTech.

Also on March 22, 2021, all of the members of the AspenTech Board held a meeting, also attended by representatives of AspenTech management, Skadden and J.P. Morgan. Representatives of J.P. Morgan presented to the AspenTech Board a summary of the offers received from Company C, Company D and Company E. Representatives of J.P. Morgan also informed the AspenTech Board that Emerson had indicated an intent to submit a non-binding proposal on March 25, 2021. The AspenTech Board also discussed Company F’s recent expression of interest in opportunities for a potential strategic transaction involving AspenTech, and directed the representatives of J.P. Morgan to explore such opportunities with Company F. The AspenTech Board also discussed the possibility of funding the acquisition of the Company D Subsidiary with investments from potentially interested counterparties, such as Company C.

On March 23, 2021, nine of the eleven members of the AspenTech Board held a meeting, also attended by representatives of Skadden, to consider which available strategic alternatives to pursue, if any. The AspenTech Board determined that there was still an opportunity for a sale of the entire company, but wanted to pursue Transaction D if a sale of AspenTech was not viable.

Also on March 23, 2021, at the direction of the AspenTech Board, representatives of J.P. Morgan delivered feedback to Company D, requesting that Company D provide updated financials on, and an overview of, Transaction D for further evaluation. Representatives of Company D told the representatives of J.P. Morgan they would connect internally and revert quickly with a response to the feedback and request for further information.

On March 24, 2021, at the direction of the AspenTech Board, representatives of J.P. Morgan discussed with representatives of Company C the potential of Company C to fund Transaction D. The representatives of J.P. Morgan did not communicate the name of the potential target to Company C.

On March 24, 2021, the First Transaction Committee held a meeting, also attended by Ms. Karaboutis, Ms. Golz, and representatives of AspenTech management, Skadden and J.P. Morgan. Representatives of J.P. Morgan presented to the First Transaction Committee an update on the status of the strategic process.

Also on March 24, 2021, Company D communicated to representatives of J.P. Morgan a willingness to move forward on Transaction D. Representatives of J.P. Morgan, at the direction of the AspenTech Board, also communicated to Company F that AspenTech was open to a potential strategic transaction with Company F and requested Company F to submit a proposal as soon as possible, if it was sincerely interested in such a transaction.

On March 25, 2021, Emerson contacted representatives of Goldman Sachs in order to engage Goldman Sachs as a financial co-advisor on a potential transaction with AspenTech.

Also on March 25, 2021, Mr. Ram Krishnan, the Executive Vice President and Chief Operating Officer of Emerson, sent by email to representatives of J.P. Morgan an indication of interest (the “March 25, 2021 Proposal”). In the March 25, 2021 Proposal, Emerson proposed to combine certain of its industrial software and solutions assets, estimated by Emerson to be worth $3.7 billion, with AspenTech and to make a cash contribution of $4.2 billion in exchange for 55% of the combined company’s pro forma fully diluted equity, including a mutually agreed allowance for equity awards. Pursuant to the March 25, 2021 Proposal, Emerson expected AspenTech stockholders to receive an estimated $81 per share in cash at the closing of the transaction, including as a result of additional borrowing by the combined company, in addition to shares representing 45% of the combined company’s pro forma fully diluted equity. The assets proposed to be contributed by Emerson to AspenTech under the March 25, 2021 Proposal comprised five segments of Emerson’s industrial software assets business (the “Emerson ISS Business”): the Power Transmission & Distribution, Life Sciences, Operational Certainty Solutions, Oil & Gas Software and Simulation/Human Machine Interface segments.

On March 26, 2021, representatives of J.P. Morgan discussed with representatives of Centerview a virtual or in person meeting for Emerson management to discuss the proposal they had submitted. The representatives of Centerview explained that given the structure of the possible transaction, which involved a contribution of different businesses, Emerson believed a meeting would be advantageous to enhance AspenTech’s understanding of the structure and value creation merits for their shareholders. The representatives of Centerview and J.P. Morgan discussed participation and timing of the possible meeting. The representatives of Centerview communicated that Emerson would share a presentation deck before the meeting.

On March 28, 2021, representatives of AspenTech management, Skadden and J.P. Morgan had a call to discuss and compare Emerson’s March 25, 2021 Proposal to Transaction D.

On March 30, 2021, AspenTech received by email a presentation deck from Emerson further clarifying and describing the March 25, 2021 Proposal.

Later that day, several representatives of Emerson, including Mr. Lal Karsanbhai, the Chief Executive Officer, Mr. Frank Dellaquila, the Chief Financial Officer, Mr. Krishnan, Mr. Bulanda, now the Executive President of Emerson Automation Solutions, and representatives of Centerview and Goldman Sachs, financial co-advisors to Emerson, met with representatives of AspenTech management via videoconference to review the presentation deck Emerson provided earlier in the day.

On March 31, 2021, the First Transaction Committee held a meeting, also attended by Mr. Gary E. Haroian, Ms. Karaboutis, and Ms. Golz to compare Emerson’s March 25, 2021 Proposal to Transaction D, including the possibility of Transaction D being funded by Company C in exchange for AspenTech common stock. Representatives of Skadden also discussed sharing due diligence materials with Company F.

On April 3, 2021, representatives of J.P. Morgan communicated initial feedback on Emerson’s March 25, 2021 Proposal to representatives of Centerview and Goldman Sachs, and in particular noted that the AspenTech Board preferred a whole company sale as opposed to the structured transaction proposed by Emerson because the AspenTech Board had determined that some components of the Emerson ISS Business were not suitable or appropriate for AspenTech’s then-current business strategy.

On April 6, 2021, representatives of Goldman Sachs and Centerview delivered to representatives of J.P. Morgan a financial overview of the Emerson ISS Business that included estimated financial projections for the Emerson ISS Business prepared by Emerson management.

On April 7, 2021, the First Transaction Committee held a meeting, also attended by Ms. Karaboutis, Ms. Golz, and representatives of AspenTech management, Skadden and J.P. Morgan, to discuss the potential transaction with Emerson and the financial projections for the Emerson ISS Business. The First Transaction

Committee also discussed the status of Transaction D and communications with Company F. After discussion, the First Transaction Committee directed the representatives of J.P. Morgan and AspenTech management to provide diligence materials to Emerson, to review the financial overview of the Emerson ISS Business provided on April 6, 2021, and for AspenTech management to consider any adjustments it would make to the financial projections of the Emerson ISS Business for J.P. Morgan to use in its financial analysis regarding the potential pro forma value of the combined company. The First Transaction Committee also instructed AspenTech management, with assistance from J.P. Morgan, to progress Transaction D and conversations with Company C and Company F.

On April 13, 2021, AspenTech provided Company C with access to a virtual data room containing diligence information.

On April 14, 2021, the First Transaction Committee held a meeting, also attended by Mr. Haroian and representatives of AspenTech management, Skadden and J.P. Morgan, to review the status of the diligence process and discussions with the potential counterparties.

On April 15, 2021, representatives of AspenTech engaged in business and financial diligence sessions with representatives of Emerson. Representatives of Centerview and Goldman Sachs also attended.

On April 19, 2021, Mr. Pietri and Mr. Karsanbhai spoke by telephone to discuss the business and financial diligence sessions held on April 15, 2021, and possible next steps on the potential transaction with Emerson, including establishing workstreams to jointly assess the opportunity to collaborate in sectors covered by Emerson’s assets.

On April 20, 2021, representatives of AspenTech sent to representatives of Centerview and Goldman Sachs key due diligence questions required to form a response to Emerson’s March 25, 2021 Proposal.

On April 21, 2021, all of the members of the AspenTech Board held a meeting, also attended by representatives of AspenTech management, Skadden and J.P. Morgan, at which the status and analysis of each of the potential transactions with Emerson, Company C, Company D and Company F was discussed.

Also on April 21, 2021, the AspenTech Board elected Ms. Jill D. Smith as a Class II Director.

On April 22, 2021, AspenTech provided Emerson with access to the virtual data room.

On April 25, 2021, AspenTech executed a confidentiality agreement with Company F.

On April 27, 2021, AspenTech management finalized the financial forecasts with respect to the Company D Subsidiary in Transaction D and presented them to representatives of J.P. Morgan for use in J.P. Morgan’s valuation analyses.

On April 28, 2021, the First Transaction Committee held a meeting, also attended by Mr. Haroian, Ms. Golz, and representatives of AspenTech management, Skadden and J.P. Morgan, to discuss the status of each of the potential transactions.

On May 3, 2021, representatives of J.P. Morgan and Goldman Sachs discussed the structure, contributed assets, and the First Transaction Committee’s feedback regarding the economics and Emerson’s control of the combined company under the March 25, 2021 Proposal. At the close of market on May 3, 2021, AspenTech’s stock price was $129.89.

On May 4, 2021, Company C submitted a revised proposal to AspenTech to acquire a minority stake in AspenTech (the “Company C May 4, 2021 PIPE Proposal”). Company C proposed to initially invest $750 million in AspenTech, with an additional $1.25 billion to be invested if AspenTech sought to acquire the Company D Subsidiary. Company C also desired the ability to make additional investments in AspenTech in the future up to an undetermined percentage cap. In the same proposal letter, Company C alternatively offered to acquire 100% of the outstanding common stock of AspenTech for a price of $125-$130 per share on a fully diluted basis, which would not be conditioned on the purchase of the Company D Subsidiary (the “Company C May 4, 2021 WholeCo Proposal”).

On May 5, 2021, the First Transaction Committee held a meeting, also attended by Ms. Golz, Ms. Smith, and Mr. Haroian, together with representatives of Skadden and J.P. Morgan. Representatives of J.P. Morgan updated the First Transaction Committee on the status of Transaction D, the Company C May 4, 2021 PIPE

Proposal and the Company C May 4, 2021 WholeCo Proposal. The representatives of J.P. Morgan then reviewed the valuation of the Company D Subsidiary outlined in the Company C May 4, 2021 PIPE Proposal, as developed by AspenTech management and as compared to the valuation developed by the Company D Subsidiary. The First Transaction Committee directed the representatives of J.P. Morgan to deliver to Company D a proposal that, as part of Transaction D, certain members of management of the Company D Subsidiary would exchange their equity in Company D for equity in AspenTech. The First Transaction Committee also directed AspenTech management to finalize the updated long-term financial forecasts of the standalone AspenTech business and update the valuation of the Company D Subsidiary. The First Transaction Committee also discussed that the Company C May 4, 2021 WholeCo Proposal did not offer any premium to AspenTech’s stockholders to the current stock price, and, therefore, was not an attractive offer.

On May 6 and 7, 2021, representatives of AspenTech held a series of virtual meetings with representatives of Emerson to obtain more details concerning various components of the Emerson ISS Business.

On May 9, 2021, AspenTech management circulated updated long-term financial forecasts to the AspenTech Board to be discussed in the upcoming AspenTech Board meeting.

On May 10, 2021, Mr. Pietri and Mr. Karsanbhai spoke by telephone about feedback received by Mr. Karsanbhai from Emerson management on the virtual meetings held on May 6 and 7, 2021. Mr. Pietri also discussed with Mr. Karsanbhai his impression of the virtual meetings.

Also on May 10, 2021, ten of the eleven members of the AspenTech Board held a meeting, also attended by representatives of AspenTech management, J.P. Morgan and Skadden. The AspenTech Board discussed the asset perimeter of the Emerson ISS Business, which was discussed by representatives of AspenTech and Emerson at the May 6 and 7 meetings. The AspenTech Board expressed concerns about the relative strategic value of the non-software portions of the Emerson ISS Business and the ability to integrate them with AspenTech. The AspenTech Board also evaluated the revised long-term financial forecasts for AspenTech prepared by AspenTech management and adopted the revised forecasts to be used by J.P. Morgan in its updated valuation analysis. For more information about the long-term financial forecasts the AspenTech Board adopted, see the section titled “Projected Financial Data” beginning on page 77 of this combined proxy statement/prospectus.

On the morning of May 12, 2021, Bloomberg published a story that AspenTech was reviewing strategic alternatives, including the possible sale of a minority stake in AspenTech.

Also on May 12, 2021, all of the members of the AspenTech Board held a meeting, also attended by representatives of AspenTech management, J.P. Morgan and Skadden. The AspenTech Board determined to make an offer to Company D to acquire the Company D Subsidiary. Later that day, representatives of J.P. Morgan, on behalf of AspenTech, forwarded a letter from AspenTech to representatives of the Company D Subsidiary reflecting the same.

On May 19 and May 20, 2021, a representative of the Company D Subsidiary met with Mr. Pietri to discuss AspenTech’s proposal and whether AspenTech would be willing to pay any additional consideration.

Also on May 20, 2021, representatives of J.P. Morgan spoke with representatives of the Company D Subsidiary regarding AspenTech’s proposal. Representatives of J.P. Morgan communicated, on behalf of AspenTech, that AspenTech’s proposal was its best and final offer for the Company D Subsidiary.

Later on May 20, 2021, a representative from Company D spoke with a representative of J.P. Morgan and communicated that Company D would not move forward with the proposal from AspenTech.

Also on May 20, 2021, representatives of Goldman Sachs and J.P. Morgan held a call to discuss the assets that Emerson would contribute to AspenTech, the amount of cash Emerson would contribute to AspenTech and the amount of additional borrowings by the combined company under Emerson’s March 25, 2021 Proposal.

On May 22, 2021, Mr. Pietri and Mr. Karsanbhai spoke by telephone about the AspenTech Board’s concerns regarding Emerson’s March 25, 2021 Proposal. Specifically, Mr. Pietri expressed AspenTech’s view that the Emerson ISS Business would be too difficult and time-consuming to carve out in the contemplated time frame for the proposed transaction. Mr. Pietri also described how AspenTech’s focus was on pure-play software as opposed to a business that had a meaningful portfolio of hardware or services, such as the Emerson ISS

Business. Mr. Pietri informed Mr. Karsanbhai that AspenTech would not move forward with Emerson’s March 25, 2021 Proposal. Mr. Pietri and Mr. Karsanbhai agreed to keep future dialogue open with respect to the relationship between AspenTech and Emerson and to continue working together with respect to the existing commercial alliance between AspenTech and Emerson.

On May 24, 2021, Mr. Wise, Mr. Whelan and Mr. Pietri—a majority of the members of the First Transaction Committee—met with representatives of J.P. Morgan and instructed J.P. Morgan to terminate any discussions with Emerson.

On May 25, 2021, AspenTech terminated J.P. Morgan’s January 15, 2021 engagement letter.

On May 26, 2021, AspenTech disbanded the First Transaction Committee and terminated any existing discussions with respect to a potential sale of, or other structured transaction with, AspenTech. Skadden, at the direction of AspenTech, began preparing Return and Destroy Notices to send to the counterparties of the confidentiality agreements described above, including Emerson, Company A, Company C and Company D, which were sent to the counterparties on June 22, 2021.

On June 23, 2021, Mr. Pietri met in person with the Chief Executive Officer of the parent company of Company F at the latter’s request. The Chief Executive Officer of Company F was also present at the meeting. The meeting concerned the status of the process conducted by the AspenTech Board and the First Transaction Committee, Company F’s recently announced acquisition, and macroeconomic conditions. There was no subsequent contact between AspenTech and Company F regarding a potential transaction.

On July 13, 2021, representatives of J.P. Morgan met with representatives of Emerson management in St. Louis, Missouri to discuss business matters in the ordinary course. During the meeting, representatives of J.P. Morgan and Emerson management briefly discussed the prior engagement with AspenTech and the potential to revisit discussions.

On July 13, 2021, Mr. Pietri and Mr. Karsanbhai met in person and discussed the industrial software landscape and areas of opportunity for each of the two companies as well as possible benefits of a combination. Mr. Pietri communicated his opinion that Emerson would be a good strategic partner for AspenTech under the right transaction structure that would address the concerns Mr. Pietri raised with Mr. Karsanbhai on May 22, 2021. Mr. Pietri proposed to Mr. Karsanbhai a potential transaction structure that would involve the joint purchase of an enterprise software company with approximately $175-225 million in annual revenue (which was not identified to Emerson but was referred to as “Company X”) and a subsequent combination among Company X, AspenTech and Emerson’s industrial software businesses, specifically OSI Inc. Mr. Karsanbhai proposed that the GSS businesses be included in the combined company, which Mr. Pietri agreed with. Mr. Karsanbhai indicated his expectation that if AspenTech and Emerson completed such a combination, Mr. Pietri would be the Chief Executive Officer of the combined company.

On July 14, 2021, Mr. Pietri spoke with Mr. Whelan, who endorsed exploring further a potential revised transaction with Emerson. That same day, Mr. Pietri received feedback from Mr. Karsanbhai on the proposed transaction structure discussed on July 13, 2021. Mr. Pietri and Mr. Karsanbhai agreed to have representatives of Goldman Sachs and J.P. Morgan connect to discuss a strategy for approaching Company X as part of a broader transaction between AspenTech and Emerson.

On July 21, 2021, Mr. Pietri instructed representatives of J.P. Morgan to update Skadden on the potential structure of a revised transaction with Emerson and then to communicate with representatives of Goldman Sachs and Centerview.

On July 22, 2021, representatives of Goldman Sachs and J.P. Morgan had more detailed discussions clarifying aspects of the transaction structure proposed by Mr. Pietri on July 13, 2021, and discussed alternative structures that would allow for both the acquisition of Company X and Emerson contributing assets (and potentially cash) to achieve majority control of AspenTech. On the same day, representatives of J.P. Morgan presented to Mr. Pietri information on another possible structure for the potential revised transaction with Emerson, under which (i) AspenTech would acquire Company X funded by new debt and an equity commitment from Emerson, and Emerson would contribute certain industrial software assets to AspenTech in exchange for AspenTech common stock and (ii) Emerson would launch a tender offer to acquire majority ownership of AspenTech, with the first transaction not being contingent on the second transaction.

On July 26, 2021, representatives of J.P. Morgan, Goldman Sachs and Centerview had a call, on which the representatives of J.P. Morgan presented to the representatives of Goldman Sachs and Centerview the potential revised transaction structure that representatives of J.P. Morgan presented to Mr. Pietri on July 22, 2021.

On July 27, 2021, Mr. Pietri and Mr. Karsanbhai spoke by telephone about the transaction structure proposed by Mr. Pietri and feedback from Emerson’s board of directors on the potential revised transaction between Emerson and AspenTech. Mr. Karsanbhai explained that Emerson was not interested in a transaction structure that involved Emerson launching a tender offer and offered a counter-proposal to Mr. Pietri’s proposal with a different transaction structure whereby Emerson would acquire direct ownership of Company X and then contribute Company X and the OSI Inc. and GSS businesses to AspenTech in a structured transaction with AspenTech.

On the same day, representatives of Goldman Sachs discussed with representatives of J.P. Morgan certain transaction structuring alternatives which would be signed and announced at the same time, consisting of the following: (i) a cash purchase of Company X either as an outright purchase by Emerson or as a joint purchase by Emerson and AspenTech and (ii) a structured transaction resulting in a publicly traded company that would hold AspenTech’s current assets, Emerson’s contributed assets and Company X, with Emerson as majority owner of such company.

On July 28, 2021, all of the members of the AspenTech Board held a meeting, also attended by representatives of AspenTech management. Mr. Pietri provided updates to the AspenTech Board on his ongoing conversations with Mr. Karsanbhai. The AspenTech Board determined to support a potential revised transaction with Emerson, where Emerson would combine its OSI Inc. and GSS businesses with AspenTech and purchase a majority stake in the combined company without the acquisition of Company X.

On July 29, 2021, representatives of Goldman Sachs and J.P. Morgan had a call, during which the representatives of J.P. Morgan previewed the call that Mr. Pietri intended to have with Mr. Karsanbhai later that day, and delivered feedback from the AspenTech Board meeting. The representatives of Goldman Sachs and J.P. Morgan explored potential paths forward on a further revised transaction proposal, structurally and economically. Later that day, Mr. Pietri and Mr. Karsanbhai spoke by telephone about feedback received from the AspenTech Board on Mr. Karsanbhai’s proposed structure for the potential revised transaction with Emerson. Mr. Pietri explained that the AspenTech Board preferred a simplified approach that would focus on the contribution of Emerson’s OSI Inc. and GSS businesses and an associated transaction between Emerson and AspenTech, without the purchase of Company X.

On July 30, 2021, Mr. Pietri instructed representatives of J.P. Morgan to ask for an explicit proposal regarding the potential revised transaction. The representatives of J.P. Morgan communicated Mr. Pietri’s request to representatives of Goldman Sachs and Centerview later that day.

On August 1, 2021, representatives of Skadden and Davis Polk & Wardwell LLP (“Davis Polk”), Emerson’s legal counsel, spoke by telephone to discuss the tax structuring of a potential transaction. On the call, Skadden communicated to Davis Polk that the AspenTech Board did not want a three-party deal and that the AspenTech Board wanted to pursue a transaction that did not involve the purchase of Company X.

On August 2, 2021, AspenTech announced the election of Ms. Smith to the position of Chair of the AspenTech Board.

On August 3, 2021, AspenTech entered into an engagement letter with J.P. Morgan.

On August 5, 2021, Mr. Pietri and Mr. Karsanbhai spoke by telephone about the renewed possibility of a potential revised transaction between Emerson and AspenTech that would not involve the acquisition of Company X. Mr. Karsanbhai communicated that the Emerson board of directors required a deal involving the integration of certain Emerson businesses with AspenTech and cash from Emerson to take a controlling stake in the combined company. Mr. Karsanbhai indicated that he expected Emerson to issue its formal proposal to AspenTech after AspenTech’s earnings announcement the following week. Mr. Karsanbhai reiterated his expectation that if AspenTech and Emerson completed the revised transaction, Mr. Pietri would be the Chief Executive Officer of the combined company.

On August 6, 2021, representatives of Goldman Sachs and J.P. Morgan discussed the framework for determining an implied value to AspenTech stockholders, judgments on optimal capital structure for the combined company and the potential time period between signing and closing under the then contemplated revised transaction.

On August 10, 2021, representatives of Goldman Sachs discussed with representatives of J.P. Morgan potential capital structures and AspenTech’s desire for more cash for its stockholders in the transaction.

On August 11, 2021, AspenTech announced fourth quarter financial results.

On August 12, 2021, Mr. Karsanbhai sent by email an indication of interest to Mr. Pietri (the “August 12, 2021 Proposal”). In the August 12, 2021 Proposal, Emerson proposed to contribute its OSI Inc. and GSS businesses, estimated by Emerson to be worth $3.3 billion, and $5.72 billion in cash to a new holding company that would also wholly own AspenTech, in exchange for 55% of the combined company’s pro forma fully diluted equity. In addition, AspenTech stockholders would exchange their AspenTech shares for $5.72 billion in cash and a 45% ownership in the combined company’s pro forma fully diluted equity.

On August 13, 2021, representatives of J.P. Morgan met with Mr. Pietri and Ms. Smith to discuss the August 12, 2021 Proposal.

On August 14, 2021, the AspenTech Board held a meeting, also attended by representatives of AspenTech management, J.P. Morgan and Skadden, to discuss the August 12, 2021 Proposal. The AspenTech Board discussed the OSI Inc. and GSS businesses and determined that, subject to further due diligence, they could be successful on the AspenTech platform.

On August 17, 2021, representatives of Emerson met with AspenTech management to discuss the August 12, 2021 Proposal and provide additional disclosure on the financial performance, growth expectations and other characterizations of the contributed assets as described in the August 12, 2021 Proposal. Representatives of Centerview, Goldman Sachs and J.P. Morgan also attended.

On August 18, 2021, Ms. Smith, Ms. Golz, Mr. Pietri and Mr. Whelan met with representatives of AspenTech management, J.P. Morgan and Skadden to review the August 12, 2021 Proposal and consider a response.

On August 20, 2021, ten of the eleven members of the AspenTech Board held a meeting, also attended by representatives of AspenTech management, J.P. Morgan and Skadden. Representatives of J.P. Morgan presented to the AspenTech Board an updated, preliminary standalone valuation analysis. The AspenTech Board instructed AspenTech management to continue to update the long-term financial forecasts as diligence continued.

On August 23, 2021, ten of the eleven members of the AspenTech Board held a meeting, also attended by representatives of AspenTech management, J.P. Morgan and Skadden, to determine a response to the August 12, 2021 Proposal. The AspenTech Board determined that Emerson needed to improve the cash portion of the August 12, 2021 Proposal. The AspenTech Board instructed the representatives of J.P. Morgan to respond to the August 12, 2021 Proposal by asking Emerson to deliver more cash value to AspenTech stockholders. The AspenTech Board also determined it was in the best interests of AspenTech to form a new Transaction Committee consisting of Ms. Smith, Ms. Golz, Mr. Pietri and Mr. Whelan (the “Second Transaction Committee”).

On August 24, 2021, representatives of Goldman Sachs, Centerview and J.P. Morgan had a call to clarify terms of the August 12, 2021 Proposal, address questions from the August 23 AspenTech Board meeting, and receive preliminary feedback on certain terms. On the same day, Mr. Pietri and Mr. Karsanbhai also spoke by telephone about the AspenTech Board’s reaction to the August 12, 2021 Proposal.

On August 25, 2021, Mr. Pietri and Mr. Karsanbhai spoke by telephone again and discussed the revised terms Mr. Karsanbhai would propose in response to the AspenTech Board’s feedback. Mr. Karsanbhai indicated that Emerson would likely increase the amount of cash that AspenTech stockholders would receive at the closing, but that other headline economic terms would not change. Mr. Pietri expressed to Mr. Karsanbhai that AspenTech did not agree with the proposed $3.3 billion valuation for the OSI Inc. and GSS businesses in the August 12, 2021 Proposal. Mr. Karsanbhai expressed his belief that the overall value package, including potential synergies, being offered would create value for AspenTech stockholders even if lower values were ascribed by AspenTech to these businesses.

Later on August 25, 2021, Mr. Karsanbhai sent by email an updated indication of interest to Mr. Pietri (the “August 25, 2021 Proposal”). In the August 25, 2021 Proposal, Emerson proposed that AspenTech stockholders would receive in the aggregate at the closing $6 billion in cash and a 45% ownership in the combined company’s pro forma fully diluted equity. All other terms of the August 12, 2021 Proposal remained unchanged. The August 25, 2021 Proposal stated that these were the final economic terms that Emerson was prepared to contemplate.

Also on August 25, 2021, the Second Transaction Committee held a meeting to discuss the August 25, 2021 Proposal. Mr. Pietri updated the Second Transaction Committee on his recent conversations with Mr. Karsanbhai.

On August 26, 2021, representatives of Goldman Sachs and J.P. Morgan had a call to further discuss the August 25, 2021 Proposal.

Later on August 26, 2021, ten of the eleven members of the AspenTech Board held a meeting, also attended by representatives of AspenTech management, J.P. Morgan and Skadden, to discuss the August 25, 2021 Proposal and a proposed timeline. Mr. Pietri updated the AspenTech Board on his recent conversations with Mr. Karsanbhai. The AspenTech Board determined to move forward with negotiations with Emerson based on the August 25, 2021 Proposal.

On August 29, 2021, representatives of J.P. Morgan, Goldman Sachs and Centerview discussed by telephone the due diligence process.

On August 30, 2021, representatives of AspenTech and Emerson, including their respective advisors, discussed by telephone due diligence and the various workstreams required for the potential revised transaction.

On August 31, 2021, AspenTech and Emerson each opened a virtual data room to the other.

Commencing in September 2021, AspenTech management began its analysis of potential synergies from the proposed transaction with Emerson outlined in the August 25, 2021 Proposal. The analytical framework included estimates for the impact of the commercial model transformation of the OSI Inc. and GSS portfolios, improved sales performance and cost synergies.

On September 1, 2021, representatives of Goldman Sachs, Centerview, Emerson, AspenTech and Fleishman Hillard (“Fleishman”), PR advisor to Emerson, discussed by telephone investor relations and communications in the event of a potential transaction between Emerson and AspenTech.

On September 2, 2021, Mr. Pietri and Mr. Karsanbhai spoke by telephone about the status of ongoing due diligence and negotiations of the transaction agreement. On the same day, Emerson and its advisors spoke by telephone with AspenTech and its advisors regarding potential synergies.

On September 3, 2021, representatives of Goldman Sachs, Centerview, Emerson, AspenTech and Fleishman discussed by telephone case studies of other structured transactions, which had some similarities to the proposed transaction.

On September 7, 2021, the AspenTech Board resolved to approve by unanimous written consent changes to the long-term financial forecasts for AspenTech and approved to provide such updated financial forecasts to Emerson on September 8, 2021. For more information about the long-term financial forecasts the AspenTech Board approved, see the section titled “Projected Financial Data” beginning on page 77 of this combined proxy statement/prospectus.

Also on September 7, 2021, representatives of AspenTech and Emerson discussed by telephone due diligence and other matters.

On September 8, 2021, Emerson spoke by telephone with AspenTech to review the potential terms of an agreement under which Emerson would provide transitional services. On the same day, AspenTech and Emerson held a diligence call regarding certain technology.

On September 9, 2021, AspenTech and Emerson held a diligence call covering questions from Emerson’s review of AspenTech’s due diligence material relating to human resource matters and discussing culture, talent, retention and compensation at AspenTech. On the same day, AspenTech and Emerson held several calls relating to diligence regarding certain technology, availability of financial information and lessons learned from case studies of other structured transactions.

On September 10, 2021, representatives of Davis Polk sent representatives of Skadden an initial draft of a governance term sheet for the stockholders agreement and a term sheet for the commercial agreement to be entered into by AspenTech and Emerson for the post-closing company. The governance term sheet, among other things, included the provisions that Mr. Pietri would serve as a director and the chief executive officer of the post-closing company. The commercial agreement term sheet was based on the existing commercial alliance between Emerson and AspenTech.

Also on September 10, 2021, Mr. Pietri and Mr. Karsanbhai spoke by telephone about the status of the transaction agreement and the various ancillary agreements to the transaction agreement, synergies associated with the proposed transaction, and governance of the combined company, including their perspectives on the current AspenTech Board and revenue, cost and transformational synergies. On the same day, AspenTech and Emerson held due diligence calls on human resource matters and financial data.

On September 13, 2021, Emerson spoke by telephone with AspenTech on due diligence relating to products. On the same day, representatives of AspenTech and Emerson discussed by telephone due diligence and other transaction-related matters.

On September 14, 2021, Emerson held several calls with AspenTech on due diligence relating to products, insurance, information technology and security and certain other legal topics.

On September 15, 2021, Emerson held several calls with AspenTech on various due diligence matters, including information technology, expenditures, training, tax matters, sales and marketing, and revenue recognition.

Also on September 15, 2021, the Second Transaction Committee held a meeting, also attended by representatives of AspenTech management, J.P. Morgan and Skadden. Representatives of J.P. Morgan provided a due diligence process update to the Second Transaction Committee.

Later that day, Davis Polk sent Skadden an initial draft of the transaction agreement and the transition services agreement, and on September 22, 2021, October 4, 2021, and October 5, 2021, Davis Polk sent Skadden initial drafts of the various ancillary agreements to the transaction agreement, including the form of stockholders agreement, which would be entered into at the closing of the proposed transaction and attached as exhibits to the transaction agreement. Following delivery of the draft transaction agreement and the various ancillary agreements, discussions and negotiations among representatives of Davis Polk and Skadden continued until the signing of the transaction agreement on October 10, 2021, and the parties exchanged numerous revised drafts of the transaction agreement and the various ancillary agreements during this time.

On September 16, 2021, Emerson held several calls with AspenTech to discuss facility details and address follow-up questions on information technology. On the same day, representatives of AspenTech and Emerson discussed by telephone due diligence and other transaction-related matters.

On September 17, 2021, Emerson held various calls with AspenTech on various matters including treasury and finance due diligence and AspenTech’s financial model.

On September 19, 2021, Mr. Pietri and Mr. Karsanbhai spoke by telephone about the status of diligence, potential synergies, membership of the board of the combined company, other corporate governance matters and the plan for a meeting in Bedford, Massachusetts on September 24, 2021.

On September 20, 2021, representatives of Goldman Sachs and J.P. Morgan spoke by telephone regarding potential market reactions to a transaction, investor messaging and communications planning. Later that day, the Second Transaction Committee held a meeting, also attended by representatives of AspenTech management, J.P. Morgan and Skadden. Representatives of J.P. Morgan provided a due diligence process update to the Second Transaction Committee. On the same day, Emerson held a call with AspenTech to conduct financial diligence and to discuss due diligence and other transaction-related matters.

On September 21, 2021, representatives of Emerson held several calls with AspenTech to address due diligence questions from AspenTech, including questions related to Emerson’s human resource management and financial information.

On September 22, 2021, representatives of Emerson held several calls with AspenTech to discuss, among other matters, terms of a potential transition services agreement, expenditures, tax matters and other due diligence topics.

On September 23, 2021, representatives of Emerson spoke by telephone with AspenTech to address follow-up questions on quality of earnings. On the same day, representatives of AspenTech and Emerson discussed by telephone due diligence and other transaction-related matters.

On September 24, 2021, representatives of Emerson met with representatives of AspenTech near AspenTech’s offices in Bedford, Massachusetts to discuss technology, alignment on synergy valuations (including specific initiatives that comprised each synergy type) and the pro forma financial model of a combined business. On the same day, AspenTech and Emerson held a due diligence call on real estate matters.

On September 26, 2021, representatives of Goldman Sachs and J.P. Morgan discussed outstanding issues. Later that day, the Second Transaction Committee held a meeting, also attended by representatives of AspenTech management, J.P. Morgan and Skadden. The advisors presented strategic observations, preliminary financial valuation analyses and synergy analyses, draft legal agreements, communications updates, and due diligence process updates.

Also on September 26, 2021, representatives of Skadden sent representatives of Davis Polk a markup of the governance term sheet for the form of stockholders agreement which included a provision that Ms. Smith would be the initial chair of the combined company after the closing. This governance term sheet also proposed that some of the existing AspenTech directors may be directors of the combined company after the closing.

On September 27, 2021, all of the members of the AspenTech Board held a meeting, also attended by representatives of AspenTech management, J.P. Morgan and Skadden. AspenTech management provided an update on the due diligence process and various legal workstreams to the AspenTech Board.

On September 28, 2021, representatives of Emerson held two calls with AspenTech to address follow-up questions on quality of earnings and certain due diligence related to information technology.

On September 30, 2021, all of the members of the AspenTech Board held a meeting, also attended by representatives of AspenTech management, J.P. Morgan and Skadden. Representatives of AspenTech management reviewed updated long-term financial forecasts for AspenTech. The AspenTech Board approved the updated long-term financial forecasts. For more information about the long-term financial forecasts the AspenTech Board approved, see the section titled “Projected Financial Data” beginning on page 77 of this combined proxy statement/prospectus.

On October 1, 2021, AspenTech management shared with Emerson management AspenTech’s standalone long-term financial forecasts, as well as AspenTech management’s consolidated forecasts of the Emerson Industrial Software Business and AspenTech that included anticipated synergies between the two companies.

Also on October 1, 2021, representatives of Emerson held two calls with AspenTech to discuss due diligence relating to intellectual property and financial models.

Between October 3 and 10, 2021, representatives of Goldman Sachs, Centerview, Davis Polk, J.P. Morgan and Skadden held multiple calls, negotiating various aspects and terms of the transaction, including the commercial agreement term sheet and approaches to investor messaging.

On October 4, 2021, the Second Transaction Committee held a meeting, also attended by representatives of AspenTech management, J.P. Morgan and Skadden. Representatives of J.P. Morgan provided an updated relationship disclosure and an update on the status of the transaction to the Second Transaction Committee. On the same day, Emerson spoke by telephone with AspenTech regarding various due diligence topics, including human capital management, tax and treasury matters.

Also on October 4, 2021, representatives of Davis Polk sent to representatives of Skadden an initial draft of a stockholders agreement for the combined company, which reflected the provision in the markup of the term sheet for the form of stockholders agreement that representatives of Skadden had sent on September 10 that Ms. Smith, the current chair of the AspenTech Board, would be on the board of the combined company and be its initial chair.

After the market closed on October 6, 2021, Bloomberg published a story detailing that Emerson was in talks over a combination with AspenTech. The closing price of AspenTech’s stock on October 6, 2021 was $125.52.

Also on October 6, 2021, the Second Transaction Committee held a meeting, also attended by representatives of AspenTech management, J.P. Morgan and Skadden. Representatives of J.P. Morgan presented a draft preliminary fairness valuation analysis to the Second Transaction Committee. The Second Transaction Committee, AspenTech management, and advisors discussed communications updates, draft legal agreements, and next steps towards the signing of the transaction agreement. On the same day, Emerson spoke by telephone with AspenTech regarding tax diligence.

Between October 6, 2021 and October 9, 2021, representatives of AspenTech, Emerson, J.P. Morgan, Goldman Sachs, Centerview, Skadden and Davis Polk discussed the mechanism for Emerson to achieve an ownership level of 55% of common stock in the combined company immediately after the closing on a fully diluted basis. As part of these discussions, the parties agreed to target a total number of shares of common stock of the combined company outstanding immediately after the closing based on an exchange ratio of 0.42 for AspenTech stockholders plus the number of shares of common stock to be held by Emerson that would achieve the agreed 55% ownership level for Emerson on a fully diluted basis. The parties further agreed that (1) AspenTech would be permitted to repurchase shares, up to certain limits and subject to applicable regulations, during the period between signing and closing and (2) discussed the interplay and funding of certain to-be-issued dilutive equity awards stemming from the transaction on Emerson’s ability to achieve 55% ownership on a fully diluted basis at closing. The parties agreed that the contemplated share repurchases and dilutive equity award issuances would not affect the previously agreed 55% post closing diluted ownership level for Emerson, and as part of these discussions Emerson agreed to raise the cash consideration from $6,000,000,000 to $6,014,000,000 to facilitate the execution of the agreed mechanism.

On October 7, 2021, the Second Transaction Committee held a meeting prior to a meeting of the AspenTech Board, also attended by representatives of AspenTech management, J.P. Morgan and Skadden. Representatives of Skadden presented an update on the key terms of the transaction agreement and the ancillary agreements.

Later on October 7, 2021, all of the members of the AspenTech Board held a meeting, also attended by representatives of AspenTech management, J.P. Morgan, and Skadden. Representatives of J.P. Morgan presented information in preparation for responding to investor questions following the signing and announcement of the transaction agreement. On the same day, representatives of Goldman Sachs and Centerview held two calls with representatives of J.P. Morgan to discuss investor communications.

Also on October 7, 2021, representatives of Skadden proposed to representatives of Davis Polk a termination fee of $220 million in the event that AspenTech terminated the Transaction Agreement to accept a Superior Proposal. Representatives of Davis Polk responded with a proposal for a termination fee of $385 million. Later that day, representatives of Skadden responded with a proposal for a termination fee of $300 million. Between October 7 and October 9, 2021, representatives of Skadden and Davis Polk continued to discuss the amount of the termination fee, which resulted in the Termination Fee of $325 million in the final definitive Transaction Agreement.

On October 9, 2021, Mr. Pietri and Mr. Karsanbhai spoke by telephone twice to discuss remaining terms and conditions of the transactions to be negotiated prior to the signing of the transaction agreement and announcement of the transactions, including the treatment of equity awards in the transactions, the interim operating covenants that AspenTech would be subject to between signing and closing, indemnities provided by Emerson and an employee non-solicit provision binding on each party. On the same day, representatives of Goldman Sachs and Centerview held two calls with representatives of J.P. Morgan to discuss the merger consideration and public relations.

On October 10, 2021, ten of the eleven members of the AspenTech Board held a meeting, at which the proposed transactions (which had previously been reviewed by the Second Transaction Committee) were discussed. The sole absent member of the AspenTech Board later confirmed full support of the Transactions. Representatives of AspenTech management, J.P. Morgan and Skadden also attended the meeting. During the meeting, the representatives of J.P. Morgan reviewed with the AspenTech Board its analysis of the financial terms of the proposed transactions, during which the AspenTech Board had the opportunity to ask questions and discuss J.P. Morgan’s analysis. The representatives of J.P. Morgan also presented information regarding the

potential synergies of the proposed transactions identified by representatives of AspenTech management in consultation with representatives of Emerson management. Those synergies included (a) cross-selling opportunities of OSI Inc. and GSS with AspenTech’s existing suite of programs; (b) cost synergies driven by economies of scale in, among others, facilities and investments; and (c) enhanced selling opportunities and competitiveness from the combined company. After J.P. Morgan’s presentation, representatives of J.P. Morgan rendered to the AspenTech Board an oral opinion, which was subsequently confirmed by delivery of a written opinion to the AspenTech Board dated October 10, 2021 (attached as Annex I to this combined proxy statement/prospectus), that, as of such date, and based upon and subject to the factors and assumptions set forth in its 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. Next, representatives of Skadden noted that the Transaction Agreement and other definitive documentation were in substantially agreed-upon form and reviewed their key terms. After further discussing potential reasons for and against the proposed transactions, including the AspenTech Board’s analysis of the possible alternatives to the proposed transactions and the risks associated with such possible alternatives (see below under the heading “—Recommendation of the AspenTech Board and Its Reasons for the Transactions”), the AspenTech Board: (i) determined the Transaction Agreement and the Transactions to be in the best interest of AspenTech and its stockholders; (ii) declared it advisable for AspenTech to enter into the Transaction Agreement; (iii) approved the execution, delivery and performance by AspenTech of the Transaction Agreement and the consummation of the Transactions; and (iv) recommended the adoption of the Transaction Agreement by the stockholders of AspenTech. For a detailed discussion of J.P. Morgan’s opinion, please see below under “—Opinion of AspenTech’s Financial Advisor.”

In the evening of October 10, 2021, the parties executed the Transaction Agreement.

On October 11, 2021, prior to the opening of trading on each of NASDAQ and NYSE, the parties issued a joint press release announcing the execution of the Transaction Agreement. Emerson and AspenTech each filed a related Current Report on Form 8-K on October 12, 2021 announcing the same.

At a meeting on October 10, 2021, the AspenTech Board determined that the Transaction Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of AspenTech and its stockholders and that it was advisable for AspenTech to enter into the Transaction Agreement. The AspenTech Board recommends that the stockholders of AspenTech adopt the Transaction Agreement and approve the Transactions, including the Merger.

Ten of eleven members of the AspenTech Board were present at the meeting held on October 10, 2021, and the sole absent member of the AspenTech Board later confirmed full support of the Transactions.

In evaluating the Transaction Agreement and the Transactions, the AspenTech Board consulted with management, as well as AspenTech’s outside legal counsel and its financial advisor, and considered a number of factors, weighing both the perceived benefits and the potential risks of the Transactions.

The AspenTech Board considered the following factors (not in any relative order of importance) that it believes support its determinations and recommendation:

The AspenTech Board considered the likelihood that the Transactions will be completed, including the following factors:

The AspenTech Board considered the favorable terms of the Transaction Agreement, including:

This discussion of the information and factors considered by the AspenTech Board includes the principal positive and negative factors considered by the AspenTech Board, but is not intended to be exhaustive and may not include all of the factors considered by the AspenTech Board. In view of the wide variety of factors considered in connection with its evaluation of the Transactions and the complexity of these matters, the AspenTech Board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Transactions and making its recommendations to the AspenTech stockholders. Rather, the AspenTech Board viewed its decisions as being based on the totality of the information presented to it and the factors it considered. In addition, individual members of the AspenTech Board may have given differing weights to different factors. The AspenTech Board concluded that the potential benefits of the Transactions outweighed the uncertainties, risks and potentially negative factors relevant to the Transactions.

AspenTech does not make public long-term projections as to future revenues, earnings or other results of AspenTech’s business due to, among other reasons, the unpredictability of long-term financial performance and uncertainty of underlying assumptions and estimates. However, in connection with AspenTech’s evaluation of the Transactions, AspenTech management prepared unaudited prospective financial information relating to AspenTech on a stand-alone, pre-Transactions basis; unaudited prospective financial information relating to the Emerson Industrial Software Business on a stand-alone, pre-Transactions basis, based on projections provided by Emerson as adjusted by AspenTech management, after discussion and agreement with Emerson management; and unaudited prospective pro forma financial information for New AspenTech after the Transactions. The unaudited prospective financial information was not prepared with a view toward public disclosure and the inclusion of this information should not be regarded as an indication that any of AspenTech, Emerson or any other provider or recipient of this information considered, or now considers, it to be necessarily predictive of actual future results.

The unaudited prospective financial information was, in general, prepared solely for internal use and is subjective in many respects and thus subject to interpretation. While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions made by the management of AspenTech with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to AspenTech’s business and the Emerson Industrial Software Business, all of which are difficult to predict and many of which are beyond AspenTech’s or Emerson’s control. Many of these assumptions are subject to change. The unaudited prospective financial information does not reflect revised prospects for AspenTech’s business or the Emerson Industrial Software Business, changes in general business, economic, market and financial conditions or any other transaction, event or impact that has occurred or that may occur and that was not anticipated at the time such financial information was prepared. As a result, there can be no assurance that the results reflected in the unaudited prospective financial information will be realized or that actual results will not materially vary from this unaudited prospective financial information. In addition, because the unaudited prospective financial information of AspenTech and the Emerson Industrial Software Business covers multiple years, such information by its nature becomes less predictive with each successive year. Moreover, because the unaudited prospective financial information of the Emerson Industrial Software Business is based on information provided by Emerson, and adjusted by AspenTech, such

information may be less predictive than information provided by AspenTech management with respect to AspenTech. Therefore, the inclusion of the unaudited prospective financial information in this combined proxy statement/prospectus should not be relied on as necessarily predictive of actual future events nor construed as financial guidance.

The prospective financial information presented below should be read in light of the risks described under “Risk Factors” beginning on page 33 of this combined proxy statement/prospectus and the risk factors described in AspenTech’s most recent SEC filings for additional risk factors with respect to AspenTech’s business. See “Where You Can Find Additional Information” beginning on page 212 of this combined proxy statement/prospectus. As all prospective financial information is forward-looking in nature, it is expressly qualified in its entirety by the “Cautionary Note Regarding Forward-Looking Statements” beginning on page 49 of this combined proxy statement/prospectus.

The unaudited prospective financial information was not prepared with a view toward complying with the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants or the Financial Accounting Standards Board for preparation and presentation of prospective financial information, but in the view of AspenTech management, was prepared on a reasonable basis, reflects the best available estimates and judgments at the time of preparation, and presents, to the best of AspenTech management’s knowledge and belief at the time of preparation, the expected course of action and the expected future financial performance of AspenTech, the Emerson Industrial Software Business and New AspenTech after giving effect to the Transactions. Neither AspenTech’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or the achievability of the results reflected in such information, and assume no responsibility for, and disclaim any association with, the unaudited prospective financial information. Accordingly, neither AspenTech’s independent registered public accounting firm, nor any other independent accountants, provide any form of assurance with respect thereto for the purpose of this combined proxy statement/prospectus. Any report of AspenTech’s independent registered public accounting firm incorporated by reference in this combined proxy statement/prospectus relates to AspenTech’s previously issued historical financial statements. Such report does not extend to the prospective financial information in this combined proxy statement/prospectus and should not be read to do so.

Financial measures provided to a financial advisor are excluded from the definition of non-GAAP financial measures under SEC rules and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by J.P. Morgan for purposes of its financial analysis as described in “—Opinion of AspenTech’s Financial Advisor” beginning on page 84 of this combined proxy statement/prospectus or the AspenTech Board in connection with its consideration of the Transactions. Accordingly, we have not provided reconciliations of the non-GAAP financial measures included in the management projections to the most directly comparable GAAP financial measures.

Readers of this combined proxy statement/prospectus are cautioned not to unduly rely on the unaudited prospective financial information. AspenTech stockholders are urged to review this combined proxy statement/prospectus for a description of the reported results of operations, financial condition and capital resources of the Emerson Industrial Software Business, and are urged to review AspenTech’s most recent SEC filings for a description of the reported results of operations, financial condition and capital resources of AspenTech. Some or all of the assumptions which have been made regarding, among other things, the timing of certain occurrences or impacts, may have changed since the date such information was prepared. AspenTech has not updated and does not intend to update or otherwise revise the unaudited prospective financial information to reflect circumstances existing after the date when such information was prepared or to reflect the occurrence of future events, except to the extent required by applicable law. AspenTech has made no representation concerning the unaudited prospective financial information, in the Transaction Agreement or otherwise, to Emerson, AspenTech stockholders, or any other person.

For more information about the unlevered free cash flow presented below, see “—Opinion of AspenTech’s Financial Advisor” beginning on page 84 of this combined proxy statement/prospectus.

In January 2021, in connection with its outreach efforts to potential counterparties for a strategic transaction as described in “—Background of the Transactions” beginning on page 58 of this combined proxy statement/prospectus, AspenTech management began preparing unaudited prospective financial projections for AspenTech on a standalone basis for the upcoming fiscal years. We refer to AspenTech’s financial projections generally as the “AspenTech Management Projections.” Between January and October 2021, AspenTech management continued to revise such prospective financial projections to reflect AspenTech management’s updated assumptions and outlook based on then available information and guidance from the Transaction Committees of the AspenTech Board and the AspenTech Board. AspenTech management presented various preliminary draft AspenTech Management Projections to the Transaction Committees of the AspenTech Board and the AspenTech Board to assist them in their evaluation of the proposed Transactions.

The AspenTech Management Projections assumed AspenTech’s continued operation as a stand-alone, publicly traded company and reflected a risk-adjusted outlook, based on certain internal assumptions prepared by AspenTech management about the general market conditions, market share, market competition, research and development expenses, sales and marketing expenses, general and administrative expenses, effective tax rate and other relevant factors related to AspenTech’s long-term operation plan. The foregoing is a summary of certain key assumptions and does not purport to be a comprehensive overview of all assumptions reflected in the AspenTech Management Projections. Certain key assumptions underlying the AspenTech Management Projections are described in more detail below. The AspenTech Management Projections did not take into account the effect of the proposed Transactions.

In the first half of January 2021, AspenTech received expression of interests in a strategic transaction from Emerson and Companies A and B. At the January 19, 2021 AspenTech Board meeting, AspenTech management discussed and reviewed the preliminary AspenTech Management Projections in anticipation of a potential strategic outreach process. The AspenTech Board instructed AspenTech management to continue revising its financial projections of AspenTech on a standalone basis.

On February 16 and 17, 2021, AspenTech management presented to the First Transaction Committee a set of updated preliminary AspenTech Management Projections for upcoming fiscal years through 2025, which AspenTech management then presented to the AspenTech Board at the meeting held on February 19, 2021 (the “AspenTech February 19 Projections”).

The AspenTech February 19 Projections included three scenarios (the base case, the upside case and the downside case). The three scenarios reflected AspenTech management’s different assumptions of the growth rates of AspenTech’s revenues and expenses, taking into consideration the effect of COVID-19 on the macro economy and sectors that AspenTech operates in, the uncertainties of the global economic recovery from the COVID-19 pandemic, the outlook of energy, oil & gas and chemicals industries and the expected changes in AspenTech’s headcount, among other factors. The AspenTech February 19 Projections assumed, for the base case, the upside case and the downside case, respectively, compound annual growth rates of AspenTech’s “annual spend” of 11%, 12% and 10%, and of AspenTech’s levered free cash flow of 12%, 14% and 11%. The other material estimates that AspenTech management used as assumptions underlying the AspenTech Management Projections were: (i) bookings and bookings up for renewal; (ii) attrition of existing customers; (iii) revenue recognition; (iv) unit costs and margins; and (v) free cash flow.

“Annual spend” is a business metric utilized by AspenTech that represents an estimate of the annualized value of AspenTech’s portfolio of term license agreements as of a specific date. Annual spend is calculated by summing the most recent annual invoice value of each of AspenTech’s active term license agreements. For more detail on annual spend, see AspenTech’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, filed with the SEC on August 18, 2021, which is incorporated by reference into this combined proxy statement/prospectus.

At the February 19 meeting, after discussing the assumptions underlying each case, and the AspenTech Board’s views with respect to the risks and opportunities for AspenTech, the AspenTech Board determined that it believed that the upside case was the most realistic case and most likely to represent the future operation of AspenTech’s business. The AspenTech Board directed AspenTech management to further develop its financial projections of AspenTech based on the upside case and provide the upside case financial projections to Emerson or other potential counterparties, and directed J.P. Morgan to use such financial projections developed based on the upside case in its subsequent valuation analyses.

On February 24, 2021, AspenTech provided the upside case of the AspenTech February 19 Projections to Emerson with minor adjustments, which adjusted the EBITDA (including stock based compensation) for fiscal year 2023 through fiscal year 2025 to $397 million, $456 million and $507 million, respectively.

At the meeting of the AspenTech Board on May 10, 2021, AspenTech management presented to the AspenTech Board updated financial projections based on the upside case of the AspenTech February 19 Projections (the “AspenTech May 10 Projections”) and reflecting the earnings results from AspenTech’s third quarter of fiscal year 2021. The AspenTech May 10 Projections also reflected AspenTech management’s downward adjustments of the growth rate expectations of annual spend and profitability across fiscal years 2021 through 2025.

Between May and September 2021, AspenTech management updated the AspenTech Management Projections to include fiscal years 2022 through 2026 due to the conclusion of AspenTech’s 2021 fiscal year on June 30, 2021, which were approved by the AspenTech Board on September 7, 2021 (the “AspenTech September 7 Projections”). The AspenTech September 7 Projections reflected AspenTech management’s updated expectation, including a reflection of actual results of fiscal year 2021, fiscal year 2022 operating plan and the addition of fiscal year 2026 projections.

On September 8, 2021, AspenTech provided Emerson with the AspenTech September 7 Projections. The AspenTech September 7 Projections were also provided to J.P. Morgan, but J.P. Morgan did not calculate unlevered free cash flow based on the AspenTech September 7 Projections.

Between September 8 and 30, 2021, AspenTech management continued to adjust its financial projections of AspenTech, which ultimately resulted in the financial projections approved by the AspenTech Board at its meeting on September 30, 2021 (the “AspenTech Final Projections”). These adjustments reflected AspenTech management’s updated expectation of costs and profitability.

On October 1, 2021, AspenTech management provided the AspenTech Final Projections to Emerson and to J.P. Morgan, and instructed J.P. Morgan to use and rely on the AspenTech Final Projections as a basis for its analysis in rendering the opinion described in the section titled “—Recommendation of the AspenTech Board and its Reasons for the Transactions—Opinion of AspenTech’s Financial Advisor” beginning on page 84 of this combined proxy statement/prospectus.

On August 17, 2021, Emerson management provided AspenTech with unaudited prospective financial information of the Emerson Industrial Software Business for fiscal years 2022 through 2026 (the “Emerson Industrial Software Business Projections”). Following discussions between Emerson management and AspenTech management regarding the Emerson Industrial Software Business’s total addressable market, including the size, growth profile, composition by use case and market share, and also the growth of the GSS business generally, Emerson and AspenTech agreed to certain adjustments to the Emerson Industrial Software Business Projections (the “Adjusted Emerson Industrial Software Business Projections”), which included (i) adjustments to the GSS growth and expense portion of the Emerson Industrial Software Business Projections; (ii) reductions in FY21-FY26 revenue growth estimates from 5.5% to 2.6%; and (iii) operating expenses modeled on a common size basis relative to actual cash value. The Adjusted Emerson Industrial Software Business Projections did not give effect to the Transactions.

AspenTech management presented the Adjusted Emerson Industrial Software Business Projections to the Second Transaction Committee and the AspenTech Board to assist their evaluation of the Transactions. AspenTech management also provided the Adjusted Emerson Industrial Software Business Projections to J.P. Morgan to use as a basis for its analysis in rendering the opinion described in the section titled “—Recommendation of the AspenTech Board and its Reasons for the Transactions—Opinion of AspenTech’s Financial Advisor” beginning on page 84 of this combined proxy statement/prospectus.

On September 2, 2021, Emerson management provided AspenTech with a set of projected synergies developed by Emerson management (the “Emerson Projected Synergies”). Following discussions between AspenTech management and Emerson management, AspenTech and Emerson agreed to certain adjustments to the

Emerson Projected Synergies based on then current market outlook data (the “Adjusted Projected Synergies”). AspenTech management presented the Adjusted Projected Synergies to the AspenTech Board at its October 10 meeting, when the AspenTech Board approved the Transactions.

The Adjusted Projected Synergies reflected revenue enhancements derived from expected changes in current commercial models of the Emerson Industrial Software Business, cross-selling opportunities and enhanced competitiveness. Cost saving synergies were driven primarily by economies of scale in research and development investments, cost reduction in back-office functions and facilities consolidation, and systems and vendor savings. The Adjusted Projected Synergies are not reflected in the AspenTech Management Projections or the Adjusted Emerson Industrial Software Business Projections, because the AspenTech Management Projections and the Adjusted Emerson Industrial Software Business Projections were prepared on a standalone basis for each of AspenTech and the Emerson Industrial Software Business without giving effect to the Transactions.

AspenTech management also prepared projections of future financial and operating performance of New AspenTech by combining the AspenTech Final Projections, the Adjusted Emerson Industrial Software Business Projections and the Adjusted Projected Synergies (the “Pro Forma Projections”).

AspenTech management provided the Adjusted Projected Synergies and the Pro Forma Projections to J.P. Morgan to use as a basis for its analysis in rendering the opinion described in the section titled “—Recommendation of the AspenTech Board and Its Reasons for the Transactions—Opinion of AspenTech’s Financial Advisor” beginning on page 84 of this combined proxy statement/prospectus.

Emerson does not, as a matter of course, disclose long-term projections in respect of the Emerson Industrial Software Business due to, among other reasons, the unpredictability of long-term financial performance and uncertainty of the underlying assumptions and estimates. The Emerson Industrial Software Business Projections, the Adjusted Emerson Industrial Software Business Projections, the Emerson Projected Synergies and the Adjusted Projected Synergies were not prepared with a view to public disclosure and are included in this combined proxy statement/prospectus only to give you access to the information that was made available by Emerson to AspenTech in connection with its review of the Transactions and by AspenTech, in whole or in part, to J.P. Morgan, its financial advisor, for purposes of J.P. Morgan’s financial analyses and opinion.

The Emerson Industrial Software Business Projections, the Adjusted Emerson Industrial Software Business Projections, the Emerson Projected Synergies and the Adjusted Projected Synergies were not prepared with a view to compliance with GAAP, the published guidelines of the SEC (including those regarding projections,

forward-looking statements and the use of non-GAAP measures), or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither AspenTech’s nor Emerson’s independent registered public accounting firms, nor any other independent registered public accounting firm, has compiled, examined, or performed any procedures with respect to the Emerson Industrial Software Business Projections, the Adjusted Emerson Industrial Software Business Projections, the Emerson Projected Synergies or the Adjusted Projected Synergies, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the Emerson Industrial Software Business Projections, the Adjusted Emerson Industrial Software Business Projections, the Emerson Projected Synergies and the Adjusted Projected Synergies. The Emerson Industrial Software Business Projections, the Adjusted Emerson Industrial Software Business Projections, the Emerson Projected Synergies and the Adjusted Projected Synergies were prepared solely for internal use of Emerson and AspenTech and AspenTech’s financial advisor and are subjective in many respects.

The development of the Emerson Industrial Software Business Projections, the Adjusted Emerson Industrial Software Business Projections, the Emerson Projected Synergies and the Adjusted Projected Synergies entailed numerous assumptions about the Emerson Industrial Software Business’s industries, markets, products and services at a point in time. Although the Adjusted Emerson Industrial Software Business Projections and the Adjusted Projected Synergies are presented with numerical specificity, the Adjusted Emerson Industrial Software Business Projections and the Adjusted Projected Synergies reflect assumptions, estimates and judgments as to future events made by the management of the Emerson Industrial Software Business that it believed were reasonable at the time the Adjusted Emerson Industrial Software Business Projections and the Adjusted Projected Synergies were prepared, taking into account the relevant information available to the Emerson Industrial Software Business’s management at the time. Important factors that may affect actual results and cause the results to be different from the Adjusted Emerson Industrial Software Business Projections and the Adjusted Projected Synergies include: the ultimate timing, outcome and results of integrating the operations of the Emerson Industrial Software Business and AspenTech, general economic, financial, political, legal, regulatory and industrial conditions, changes in customer behavior, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures, changes in tax laws or accounting rules, changes in government regulations and regulatory requirements, costs and availability of resources and other matters described in the section “Risk Factors” beginning on page 33 of this combined proxy statement/prospectus as well as the risk factors contained in Emerson and AspenTech’s recent SEC filings, which you are urged to review, and which may be found as described under the section entitled “Where You Can Find Additional Information” beginning on page 212 of this combined proxy statement/prospectus, all of which are difficult to predict and subject to change and many of which are beyond the control of Emerson. As the Adjusted Emerson Industrial Software Business Projections and the Adjusted Projected Synergies are forward-looking statements, see also “Cautionary Note Regarding Forward-Looking Statements” beginning on page 49 of this combined proxy statement/prospectus. In addition, the Adjusted Emerson Industrial Software Business Projections and the Adjusted Projected Synergies do not take into account any circumstances or events occurring after the date that they were prepared and, accordingly, do not give effect to the Transactions or any changes to the Emerson Industrial Software Business’s operations or strategy that may be implemented after completion of the Transactions. For the aforementioned reasons, the inclusion of the Adjusted Emerson Industrial Software Business Projections and the Adjusted Projected Synergies in this combined proxy statement/prospectus should not be regarded as an indication that the Adjusted Emerson Industrial Software Business Projections and the Adjusted Projected Synergies will be necessarily predictive of actual future events, and they should not be relied on as such. Actual results may be materially different from those contained in the Adjusted Emerson Industrial Software Business Projections and the Adjusted Projected Synergies. In addition, because the Adjusted Emerson Industrial Software Business Projections and the Adjusted Projected Synergies cover multiple years and extend many years into the future, such information by its nature becomes less predictive with each successive year. As a result, the Adjusted Emerson Industrial Software Business Projections and the Adjusted Projected Synergies cannot be considered predictive of actual future operating results, nor should they be construed as financial guidance, and this information should not be relied on as such.

No one has made or makes any representation to any stockholder regarding the information included in the Emerson Industrial Software Business Projections, the Adjusted Emerson Industrial Software Business

Projections, the Emerson Projected Synergies and the Adjusted Projected Synergies and Emerson has not made any representation to AspenTech regarding the information included in the Emerson Industrial Software Business Projections, the Adjusted Emerson Industrial Software Business Projections, the Emerson Projected Synergies and the Adjusted Projected Synergies.

Pursuant to an engagement letter, AspenTech retained J.P. Morgan as its financial advisor in connection with the proposed Transactions.

At the meeting of the AspenTech Board on October 10, 2021, J.P. Morgan rendered its oral opinion to the AspenTech Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the Merger 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. J.P. Morgan has confirmed its October 10, 2021 oral opinion by delivering its written opinion to the AspenTech Board, dated October 10, 2021, that, as of such date, the Merger 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 full text of the written opinion of J.P. Morgan, dated October 10, 2021, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex I to this combined proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this combined proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. AspenTech stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the AspenTech Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Transactions, and was directed only to the Merger Consideration to be paid in the Transactions and did not address any other aspect of the Transactions. J.P. Morgan expressed no opinion as to the fairness of the Merger Consideration to the holders of any class of securities, creditors or other constituencies of AspenTech or as to the underlying decision by AspenTech to engage in the proposed Transactions. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of AspenTech as to how such stockholder should vote with respect to the proposed Transactions or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of AspenTech and Emerson with respect to certain aspects of the Transactions, and the past and current business operations of AspenTech and the Emerson Industrial Software Business, the financial condition and future prospects and operations of AspenTech and the Emerson Industrial Software Business, the effects of the Transactions on the financial condition and future prospects of AspenTech and the Emerson Industrial Software Business, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by AspenTech and Emerson or otherwise reviewed by or for J.P. Morgan, and J.P. Morgan did not independently verify (and did not assume responsibility or liability for independently verifying) any such information or its accuracy or completeness. J.P. Morgan did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of AspenTech, the Emerson Industrial Software Business or the Emerson Group under any applicable laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including any synergies expected to result from the Transactions, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of AspenTech and the Emerson Industrial Software Business to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including synergies expected to result from the Transactions) or the assumptions on which they were based. J.P. Morgan also assumed that the Transactions will have the tax consequences described in discussions with, and materials furnished to J.P. Morgan by, representatives of AspenTech, and will be consummated as described in the Transaction Agreement. J.P. Morgan also assumed that the representations and warranties made by AspenTech and Emerson (together with Emerson Sub, Merger Sub and Newco) in the Transaction Agreement and the related agreements were and will be true and correct in all respects material to its analysis and that AspenTech will have no exposure under any indemnification obligations contained within the Transaction Agreement or the related agreements in any amount material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to AspenTech with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Transactions will be obtained without any adverse effect on AspenTech or New AspenTech or on the contemplated benefits of the Transactions.

The projections furnished to J.P. Morgan, including the AspenTech Management Projections, Adjusted Emerson Industrial Software Business Projections, Adjusted Projected Synergies, and Pro Forma Projections, were prepared by AspenTech management. AspenTech does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the proposed Transactions, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of AspenTech management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section titled “Projected Financial Data” beginning on page 77 of this combined proxy statement/prospectus.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of AspenTech common stock in the proposed Transactions, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to the holders of any other class of securities, creditors or other constituencies of AspenTech or the underlying decision by AspenTech to engage in the Transactions. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed Transactions, or any class of such persons relative to the Merger Consideration in the proposed Transactions or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which AspenTech common stock or Common Stock will trade at any future time.

The terms of the Transaction Agreement, including the Merger Consideration, were determined through arm’s length negotiations between AspenTech and Emerson, and the decision to enter into the Transaction Agreement was solely that of the AspenTech Board and Emerson’s board of directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the AspenTech Board in its evaluation of the proposed Transactions and should not be viewed as determinative of the views of the AspenTech Board or management with respect to the proposed Transactions or the Merger Consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the AspenTech Board on October 10, 2021 and contained in the presentation delivered to the AspenTech Board on such date in connection with the rendering of such opinion, and this summary does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Public Trading Multiples Analysis

Using publicly available information, J.P. Morgan compared selected financial data of the Emerson Industrial Software Business with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to the Emerson Industrial Software Business. The companies selected by J.P. Morgan were:

These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of the Emerson Industrial Software Business. However, certain of these companies may have characteristics that are materially different from those of the Emerson Industrial Software Business. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect the Emerson Industrial Software Business.

Using publicly available information, J.P. Morgan calculated the firm value, which is referred to in this section as “FV,” for each of the selected companies (calculated as equity value, plus or minus, as applicable, net debt or net cash) as of October 8, 2021, as a multiple of the analyst consensus estimates of fiscal year 2022 and 2023 unlevered free cash flow for the applicable company (which is referred to in this section as “FV/FY2022 uFCF” and “FV/FY2023 uFCF,” respectively).

Based on the results of this analysis, and J.P. Morgan’s experience and professional judgment, J.P. Morgan selected a multiple reference range of 29.0x to 34.5x for FV/FY2022 uFCF and a multiple reference range of 27.0x to 33.0x for FV/FY2023 uFCF. J.P. Morgan then applied such reference ranges to the Emerson Industrial Software Business’s unlevered free cash flow forecasts for the fiscal years ended June 30, 2022 and June 30, 2023 (as applicable) based on the Adjusted Emerson Industrial Software Business Projections (more fully described in the section titled “Projected Financial Data” beginning on page 77 of this combined proxy statement/prospectus). The analysis indicated the following ranges of implied equity value for the Emerson Industrial Software Business (expressed in millions), rounded to the nearest $10 million:

Selected Transaction Multiples Analysis

Using publicly available information, J.P. Morgan examined selected transactions involving businesses which J.P. Morgan judged to be analogous to the Emerson Industrial Software Business (or aspects thereof) based on J.P. Morgan’s experience and familiarity with the industries in which the Emerson Industrial Software Business operates. Specifically, J.P. Morgan reviewed the following transactions:

None of the selected transactions reviewed was identical to the proposed Transactions. However, the selected transactions were chosen because certain aspects of the transactions, for purposes of J.P. Morgan’s analysis, may be considered similar to the proposed Transactions. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the proposed Transactions.

Using publicly available information, J.P. Morgan calculated, for each selected transaction, the multiple of the target company’s FV implied in the relevant transaction to the target company’s unlevered free cash flow for the twelve-month period after the announcement, which is referred to in this section as the “NTM,” of the applicable transaction (which is referred to in this section as “FV/NTM uFCF”).

Based on the results of this analysis, and J.P. Morgan’s experience and professional judgment, J.P. Morgan selected a FV/NTM uFCF reference range of 25.5x to 40.5x. J.P. Morgan then applied such reference range to the Emerson Industrial Software Business’s unlevered free cash flow forecasts for the twelve-month period ending September 30, 2022 based on the Adjusted Emerson Industrial Software Business Projections. The analysis indicated the following ranges of implied equity value for the Emerson Industrial Software Business (expressed in millions), rounded to the nearest $10 million:

Discounted Cash Flow Analysis

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the implied equity value of the Emerson Industrial Software Business.

A discounted cash flow analysis is a method of evaluating an asset using estimates of the future unlevered free cash flows generated by the asset, and taking into consideration the time value of money with respect to those cash flows by calculating their “present value.” “Unlevered free cash flows” refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. Specifically, unlevered free cash flow represents unlevered net operating profit after tax, adjusted for depreciation and amortization, capital expenditures, changes in net working capital and certain other one-time cash expenses, as applicable. “Present value” refers to the current value of the cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using an appropriate discount rate and applying a discounting convention that assumes that all cash flows were generated at the midpoint of each period.

J.P. Morgan calculated the unlevered free cash flows that the Emerson Industrial Software Business is expected to generate from July 1, 2021 through June 30, 2026 based on the Adjusted Emerson Industrial Software Business Projections. J.P. Morgan also calculated a range of terminal values of the Emerson Industrial Software Business at the end of this period by applying a perpetual growth rate ranging from 4.5% to 5.5% to the unlevered free cash flow of the Emerson Industrial Software Business during the terminal period of the projections. “Terminal value” refers to the present value of all future cash flows generated by the asset for periods beyond the projections period. The unlevered free cash flows and the range of terminal values were then discounted to present values as of September 30, 2021 using a range of discount rates from 8.50% to 9.50%, which were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of the Emerson Industrial Software Business.

Based on the foregoing, this analysis indicated the following range of implied equity values for the Emerson Industrial Software Business (expressed in millions), rounded to the nearest $10 million:

Based on the above analysis, J.P. Morgan used the midpoint of the foregoing implied equity value of the Emerson Industrial Software Business (which is $2,731 million) for purposes of the value creation analysis described below.

AspenTech Financial Analyses

Public Trading Multiples Analysis

Using publicly available information, J.P. Morgan compared selected financial data of AspenTech with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to AspenTech. The companies selected by J.P. Morgan were:

These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of AspenTech. However, certain of these companies may have characteristics that are materially different from those of AspenTech. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect AspenTech.

Using publicly available information, J.P. Morgan calculated the firm value, which is referred to in this section as “FV,” for each of the selected companies (calculated as equity value, plus or minus, as applicable, net debt or net cash) as of October 8, 2021, as a multiple of the analyst consensus estimates of fiscal year 2022 and 2023 unlevered free cash flow for the applicable company (which is referred to in this section as “FV/FY2022 uFCF” and “FV/FY2023 uFCF,” respectively).

Based on the results of this analysis, and J.P. Morgan’s experience and professional judgment, J.P. Morgan selected a multiple reference range of 29.0x to 34.5x for FV/FY2022 uFCF and a multiple reference range of 27.0x to 33.0x for FV/FY2023 uFCF. J.P. Morgan then applied such reference ranges to AspenTech’s unlevered free cash flow forecasts for the fiscal years ended June 30, 2022 and June 30, 2023 (as applicable) based on the AspenTech Final Projections (more fully described in the section titled “Projected Financial Data” beginning on page 77 of this combined proxy statement/prospectus). The analysis indicated the following ranges of implied equity value per share for AspenTech common stock, rounded to the nearest $0.05, which J.P. Morgan compared to the unaffected price per share of AspenTech common stock of $125.52 on October 6, 2021:

Selected Transaction Multiples Analysis

Using publicly available information, J.P. Morgan examined selected transactions involving businesses which J.P. Morgan judged to be analogous to AspenTech (or aspects thereof) based on J.P. Morgan’s experience and familiarity with the industries in which AspenTech operates. Specifically, J.P. Morgan reviewed the following:

None of the selected transactions reviewed was identical to the proposed Transactions. However, the selected transactions were chosen because certain aspects of the transactions, for purposes of J.P. Morgan’s analysis, may be considered similar to the proposed Transactions. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the proposed Transactions.

Using publicly available information, J.P. Morgan calculated, for each selected transaction, the FV/NTM uFCF.

Based on the results of this analysis, and J.P. Morgan’s experience and professional judgment, J.P. Morgan selected a FV/NTM uFCF reference range of 25.5x to 40.5x. J.P. Morgan then applied such reference range to AspenTech’s unlevered free cash flow forecasts for the twelve-month period ending September 30, 2022 based on the AspenTech Final Projections. The analysis indicated the following range of implied equity value per share for AspenTech, rounded to the nearest $0.05, which J.P. Morgan compared to the unaffected price per share of AspenTech common stock of $125.52 on October 6, 2021:

Discounted Cash Flow Analysis

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the fully diluted implied equity value per share of AspenTech.

J.P. Morgan calculated the unlevered free cash flows that AspenTech is expected to generate from July 1, 2021 through June 30, 2026 based on the AspenTech Final Projections. J.P. Morgan also calculated a range of terminal values of AspenTech at the end of this period by applying a perpetual growth rate ranging from 4.5% to 5.5% to the unlevered free cash flow of AspenTech during the terminal period of the projections. The unlevered free cash flows and the range of terminal values were then discounted to present values as of September 30, 2021 using a range of discount rates from 8.50% to 9.50%, which were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of AspenTech.

Based on the foregoing, this analysis indicated the following range of implied per share equity values for AspenTech (rounded to the nearest $0.05), which J.P. Morgan compared to the unaffected price per share of AspenTech common stock of $125.52 on October 6, 2021:

Based on the above analysis, J.P. Morgan used the midpoint of the foregoing implied equity value of AspenTech (which is $9,161 million) for purposes of the value creation analysis described below.

Discounted Cash Flow Analysis of Synergies

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the present value of total projected synergies.

J.P. Morgan calculated the unlevered free cash flows that the projected net synergies were expected to generate from July 1, 2021 through June 30, 2032 based on the Adjusted Projected Synergies (more fully described in the section titled “Projected Financial Data” beginning on page 77 of this combined proxy statement/prospectus). J.P. Morgan also calculated a range of terminal values for the projected net synergies at the end of this period by applying a perpetual growth rate ranging from 4.5% to 5.5% to the unlevered free cash flow of the projected net synergies during the terminal period of the projections. The unlevered free cash flows and the range of terminal values were then discounted to present values as of September 30, 2021 using a range of discount rates from 8.50% to 9.50%, which were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of AspenTech.

Based on the foregoing, this analysis indicated the following range of implied values for the projected net synergies (rounded to the nearest $10 million):

Based on the above analysis, J.P.Morgan used the midpoint of the foregoing implied value of the projected net synergies (which is $2,181 million) for purposes of the value creation analysis described below.

Value Creation Analysis

J.P. Morgan conducted an analysis of the theoretical value creation to the holders of AspenTech common stock that compared the implied equity value of AspenTech common stock on a standalone basis based on the midpoint value determined in J.P. Morgan’s discounted cash flow analysis described above, to the estimated implied equity value of ownership by the holders of AspenTech common stock in New AspenTech, pro forma for the Transactions.

J.P. Morgan calculated the pro forma implied equity value of ownership by the holders of AspenTech common stock in New AspenTech by calculating:

This value creation analysis indicated that, on an illustrative basis, the Transactions would result in $12,208 million in total value attributable to the existing holders of AspenTech common stock, or $180.16 on a per share basis, which implies a hypothetical incremental implied value of 33.3% to the holders of AspenTech common stock (based on the midpoint implied equity value of AspenTech on a standalone basis determined in J.P. Morgan’s discounted cash flow analysis above). J.P. Morgan compared the hypothetical implied total value of $180.16 per share to the unaffected price per share of AspenTech common stock of $125.52 on October 6, 2021. There can be no assurance, however, that the synergies expected to result from the Transactions, transaction-related costs and other impacts referred to above will not be substantially greater or less than those estimated by the management of AspenTech and described above.

Miscellaneous

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of AspenTech or the Emerson Industrial Software Business. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to AspenTech or the Emerson Industrial Software Business, and none of the selected transactions reviewed was identical to the Transactions. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of AspenTech and the Emerson Industrial Software Business. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the Transactions. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to AspenTech and the Emerson Industrial Software Business and the transactions compared to the Transactions.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private

placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise AspenTech with respect to the Transactions on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with AspenTech, the Emerson Industrial Software Business and the industries in which they operate.

For services rendered in connection with the Transactions, AspenTech has agreed to pay J.P. Morgan a fee of approximately $50 to $55 million, of which $3 million was payable by AspenTech to J.P. Morgan in connection with J.P. Morgan’s delivery of its opinion, and the balance of which becomes payable upon the consummation of the Transactions. In addition, AspenTech has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with AspenTech and Emerson for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting (i) for AspenTech as joint arranger and joint bookrunner on a syndicated credit facility closed in December 2019 and (ii) for Emerson as joint bookrunner on a bond issuance filed in May 2019, and joint bookrunner on a bond issuance filed in September 2020. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of AspenTech and Emerson, for which it receives customary compensation or other financial benefits. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of AspenTech and Emerson. During the two-year period preceding delivery of its opinion ending on September 30, 2021, the aggregate fees recognized by J.P. Morgan from AspenTech were approximately $2 million and from Emerson were approximately $12 million. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of AspenTech or Emerson for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

Effective as of the Closing, the New AspenTech Board will initially consist of nine members comprised of (i) five directors designated by Emerson Sub as follows: (A) Jill D. Smith, the chair of the AspenTech Board as of the date of the Transaction Agreement, who will be the initial chair of the New AspenTech Board, (B) three directors designated by Emerson Sub after consultation with Jill D. Smith, and (C) one director designated by Emerson Sub without any of the foregoing conditions, (ii) Antonio Pietri, Chief Executive Officer of AspenTech immediately prior to the Closing, and (iii) three directors that are Independent Directors designated by AspenTech, and reasonably acceptable to Emerson Sub, which directors shall have been designated by AspenTech prior to the designation of any director (other than Jill D. Smith) by Emerson Sub. Effective as of the Closing, the initial chair of the Human Capital Committee of the New AspenTech Board (the “Human Capital Committee,” which is referred to as the Compensation Committee under the Stockholders Agreement) shall be designated by AspenTech. The Stockholders Agreement provides that as of the Closing, Antonio Pietri will be the Chief Executive Officer of New AspenTech.

Prior to the Third Trigger Date, Emerson Sub has the right to designate a number of directors to the New AspenTech Board equal to the percentage of Common Stock owned by the Emerson Group multiplied by the authorized number of directors of the New AspenTech Board at such time (rounded up to the nearest whole person) but in no event less than a majority of the members of the New AspenTech Board until the Second Trigger Date. Following the Third Trigger Date, Emerson Sub has the right to designate one director to the New AspenTech Board and following the Fourth Trigger Date, Emerson Sub does not have the right to designate any director to the New AspenTech Board. In the event that any Emerson Director ceases to serve as a director on the New AspenTech Board for any reason, the vacancy resulting therefrom shall be filled by the New AspenTech Board with a designee by Emerson Sub. In the event of a vacancy on the New AspenTech Board following the death, resignation, retirement, disqualification, removal from office or other cause of any director who was not an Emerson Director, the Nominating & Governance Committee will have the sole right to fill the vacancy or designate a person for nomination for election to fill such vacancy, subject to certain exceptions. At least one non-Emerson designee must be an audit committee financial expert, and the New AspenTech Board will at all times include at least three New AspenTech Independent Directors.

For additional information regarding the new directors of New AspenTech, please see “Directors of New AspenTech” beginning on page 203 of this combined proxy statement/prospectus.

The Transaction Agreement provides that, for six years after the effective time of the Merger, (i) the Surviving Corporation will indemnify and hold harmless the present and former officers and directors of AspenTech in respect of acts or omissions arising out of or relating to their service as an officer or director of AspenTech occurring at or prior to the effective time of the Merger as provided under AspenTech’s certificate of incorporation and bylaws in effect on the date of the Transaction Agreement, and (ii) the Surviving Corporation will indemnify and hold harmless the present and former officers and directors of the Emerson Contributed Subsidiaries in respect of acts or omissions arising out of or relating to their service as an officer or director of an Emerson Contributed Subsidiary occurring at or prior to the effective time of the Merger as provided under such Emerson Contributed Subsidiary’s certificate of incorporation and bylaws or equivalent organizational documents in effect on the date of the Transaction Agreement, in each case, subject to any limitation imposed from time to time under applicable law.

For six years after the effective time of the Merger, New AspenTech has agreed to maintain in effect provisions in the Surviving Corporation’s and each Emerson Contributed Subsidiary’s certificate of incorporation and bylaws (or equivalent organizational documents, including in such documents of any successor to the business of the Surviving Corporation or the Emerson Contributed Subsidiaries, as applicable) regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses that are equivalent in all material respects to the corresponding provisions in existence on the date of the Transaction Agreement.

The parties to the Transaction Agreement have agreed that, prior to the effective time of the Merger, (i) AspenTech will as of such time obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of AspenTech’s existing directors’ and officers’ insurance policies and AspenTech’s existing fiduciary liability insurance policies for its present and former officers and directors for a claims reporting or discovery period of at least six years from the effective time of the Merger with respect to any claim related to any period prior to the effective time of the Merger; provided that AspenTech will provide Emerson a reasonable opportunity to participate in the selection of such tail policy and will give reasonable and good faith consideration to any comments made by Emerson with respect thereto, and (ii) Emerson will continue to provide coverage for the present and former officers and directors of the Emerson Contributed Subsidiaries under its directors’ and officers’ liability and fiduciary liability insurance policies for six years from the effective time of the Merger with respect to any claim related to any period before the effective time of the Merger with terms, conditions, retentions and limits of liability no less favorable than Emerson’s existing policies.

The Transactions will be accounted for as a business combination in accordance with U.S. GAAP, with the Emerson Industrial Software Business treated as the “acquirer” and AspenTech treated as the “acquired” company for financial reporting purposes. Prior to the Closing, Emersub CX, Inc. is an indirect wholly owned subsidiary of Emerson and, as of the Closing, Emersub CX, Inc. will own 100% of the Emerson Industrial Software Business. Post-Closing, Emerson will continue to control Emersub CX, Inc. (renamed New AspenTech after the Transactions) as it will beneficially own 55% of the outstanding shares of Common Stock, be entitled to designate five of the nine New AspenTech Board members, and the non-controlling stockholders will hold no substantive participating rights. As a result, the Emerson Industrial Software Business will be deemed the acquirer, as it is the business contributed by and still controlled by Emerson, and the consideration to acquire AspenTech will be allocated to the assets and liabilities of AspenTech based on their respective values at the closing date of the Transactions, including any identifiable intangible assets acquired. In addition, the excess of the purchase price over the AspenTech separately identifiable assets acquired and liabilities assumed will be recorded as goodwill. The purchase price will primarily be based on the market capitalization of the outstanding AspenTech common stock on the Closing Date. The allocation of the purchase price is estimated and is dependent upon estimates of certain valuations that are subject to change. In addition, the final purchase price of the Emerson Industrial Software Business’s acquisition of AspenTech will not be known until the Closing Date and could vary materially from the preliminary purchase price. Accordingly, the final acquisition accounting adjustments may be materially different from the preliminary unaudited pro forma adjustments presented herein.

The historical financial statements of the Emerson Industrial Software Business will become the historical financial statements of New AspenTech following the completion of the Transactions. In addition, the assets, liabilities and results of operations of AspenTech (including the impact of purchase accounting, which will result in increased amortization expense for acquired intangible assets, among other impacts) will only be included in New AspenTech’s financial statements from the Closing Date. New AspenTech’s assets, liabilities and results of operations will not be restated retroactively to reflect the historical financial position or results of operations of AspenTech.

Under the terms of the Transaction Agreement, the Transactions cannot be completed until the waiting period applicable to the consummation of the Transactions under the HSR Act has expired or been terminated and all other specified approvals have been obtained or any applicable waiting period thereunder has expired or been terminated.

Under the HSR Act and the rules promulgated thereunder by the FTC, the Transactions cannot be completed until each of Emerson and AspenTech has filed a notification and report form with the FTC and the Antitrust Division of the DOJ under the HSR Act and the applicable waiting period has expired or been terminated. Each of Emerson and AspenTech filed an initial notification and report effective as of November 1, 2021. The applicable waiting period under the HSR Act expired on December 1, 2021.

At any time before or after consummation of the Transactions, notwithstanding the termination of the waiting period under the HSR Act, the Antitrust Division of the DOJ or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest including seeking to enjoin the completion of the Transactions or seeking divestiture of substantial assets of Emerson or AspenTech. At any time before or after the completion of the Transactions, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Transactions or seeking divestiture of substantial assets of Emerson and AspenTech. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

The Transaction Agreement provides that the Transactions are subject to approval by government authorities in other jurisdictions and under the antitrust/competition laws of those jurisdictions. Under the Transaction Agreement, the parties’ obligations to complete the Transactions are conditioned on the receipt or making, as the case may be, of all antitrust/competition law approvals or filings required by the laws of Austria, Russia and South Korea. As of December 29, 2021, antitrust approvals have been received in all three jurisdictions, and therefore the condition to the closing of the Transactions with respect to required antitrust approvals has been satisfied.

There can be no assurance that all of the regulatory approvals described above will be obtained and, if obtained, there can be no assurance as to the timing of any approvals, the ability of Emerson or AspenTech to obtain the approvals on satisfactory terms (including without the imposition of a Burdensome Condition) or the absence of any litigation challenging such approvals. There can also be no assurance that the DOJ, the FTC or any other governmental authorities or any private party will not attempt to challenge the Transactions on antitrust grounds and, if such a challenge is made, there can be no assurance as to the result.

Under the terms of the Transaction Agreement, each of the parties to the Transaction Agreement have agreed to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to cause the satisfaction as promptly as practicable of all of the conditions to the Closing set forth in the Transaction Agreement and to consummate and make effective as promptly as practicable the Transactions (including (i) preparing and filing, as promptly as practicable, with any governmental authority all documentation to effect all necessary filings (including filing pursuant to the HSR Act, which such filing pursuant to the HSR Act will be made within fifteen business days after the date of the Transaction Agreement) and (ii) using its reasonable best efforts to obtain, as promptly as practicable, all consents required to be obtained from any governmental authority that are necessary, proper or advisable to consummate the Transactions).

Each of Emerson and AspenTech have agreed, to the extent permitted by applicable law, to:

Emerson has agreed to, and to cause its subsidiaries to, use reasonable best efforts to resolve, avoid, or eliminate impediments or objections, if any, that may be asserted by any governmental authority with respect to the Transactions so as to enable the Merger to occur prior to October 10, 2022. However, neither Emerson nor any of its affiliates is required to (and neither AspenTech nor any of its subsidiaries will, or will offer or agree to, do any of the following without Emerson’s prior written consent): (i) propose, negotiate, commit to or effect, by consent decree, hold separate orders or otherwise, the sale, divesture, disposition, or license of any assets, properties, products, rights, services or businesses of Emerson or Emerson’s affiliates, or AspenTech or any of its affiliates, or any interest therein, or agree to any other structural or conduct remedy; (ii) otherwise take or commit to take any actions that would limit Emerson’s, Emerson’s affiliates’, New AspenTech’s, New AspenTech’s affiliates’, or AspenTech’s or its affiliates’ freedom of action with respect to, or its or their ability to retain any assets, properties, products, rights, services or businesses of Emerson, Emerson’s affiliates, New AspenTech, New AspenTech’s affiliates, or AspenTech or any of its affiliates, or any interest or interests therein; or (iii) agree to do any of the foregoing, in each case of the foregoing clauses (i), (ii) and (iii), except and only if such action would not otherwise constitute a Burdensome Condition. At the written request of Emerson, AspenTech has agreed to, and to cause its subsidiaries to, agree to take any action that would constitute a Burdensome Condition so long as such action is conditioned upon the occurrence of the Closing.

Emerson will, upon consultation with AspenTech and in consideration of AspenTech’s views in good faith, be entitled to direct the defense of the Transactions before any governmental authority and to take the lead in the scheduling of, and strategic planning for, any meetings with, and the conducting of negotiations with, governmental authorities regarding (i) the expiration or termination of any applicable waiting period relating to the Merger under the HSR Act, (ii) any other antitrust laws or (iii) obtaining any consent from a governmental authority.

AspenTech currently intends to submit the proposals in respect of the Transactions to its stockholders at a special meeting noted above in “Information About the Special Meeting and Voting” beginning on page 51 of this combined proxy statement/prospectus. It is possible that a governmental authority will not have approved the Transactions by the date of such special meeting, which could delay or prevent completion of the Transactions for a significant period of time after AspenTech stockholders have approved the proposals relating to the Transactions. Any delay in the completion of the Transactions could diminish the anticipated benefits of the Transactions or result in additional transaction costs, loss of revenue or other effects associated with uncertainty surrounding the Transactions. In addition, it is possible that, among other things, a governmental authority could condition its approval of the Transactions upon Emerson and AspenTech entering into an agreement to divest businesses or assets, or could restrict the operations of New AspenTech in accordance with specified business conduct rules. See “Risk Factors” beginning on page 33 of this combined proxy statement/prospectus. A governmental authority also could impose significant additional costs on New AspenTech. Acceptance of any

such conditions could diminish the benefits of the Transactions to New AspenTech and result in additional costs, loss of revenue or other effects. Alternatively, rejection of such conditions could result in Emerson and AspenTech litigating with a governmental authority, which could delay the Transactions or cause the Transactions to be abandoned.

No additional stockholder approval is expected to be required for any decision by AspenTech after the special meeting is held relating to any divestitures or other terms and conditions necessary to resolve any regulatory objections to the Transactions and possibly to proceed with consummation of the Transactions.

As more fully described in “The Transaction Agreement—Termination and Termination Fees” beginning on page 138 of this combined proxy statement/prospectus, the Transaction Agreement may be terminated by Emerson or AspenTech if the Transactions are not consummated 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 on or before October 10, 2022.

In connection with the Transactions, record holders of AspenTech common stock who comply with the procedures summarized below will be entitled to appraisal rights if the Transactions are completed. Under Section 262 of the DGCL, as a result of completion of the Transactions, holders of shares of AspenTech common stock, with respect to which appraisal rights are properly demanded and perfected and not withdrawn or lost, are entitled, in lieu of receiving the Merger Consideration, to have the “fair value” of their shares at the effective time of the Merger (exclusive of any element of value arising from the accomplishment or expectation of the Transactions) paid to them in cash, together with a fair rate of interest, if any, as determined by the Delaware Court of Chancery, by complying with the provisions of Section 262 of the DGCL. Any AspenTech stockholder contemplating the exercise of such appraisal rights should review carefully the provisions of Section 262 of the DGCL, particularly the procedural steps required to properly demand and perfect such rights. AspenTech is required to send a notice to that effect to each stockholder not less than 20 days prior to the special meeting. THIS COMBINED PROXY STATEMENT/PROSPECTUS CONSTITUTES THE FORMAL NOTICE OF APPRAISAL RIGHTS UNDER SECTION 262 OF THE DGCL. ANY ASPENTECH STOCKHOLDER WHO WISHES TO EXERCISE SUCH APPRAISAL RIGHTS OR WHO WISHES TO PRESERVE HIS, HER OR ITS RIGHT TO DO SO SHOULD REVIEW THE FOLLOWING DISCUSSION AND ANNEX J CAREFULLY BECAUSE FAILURE TO TIMELY AND PROPERLY COMPLY WITH THE PROCEDURES SPECIFIED WILL RESULT IN THE LOSS OF APPRAISAL RIGHTS UNDER THE DGCL.

The following is a brief summary of Section 262 of the DGCL, which sets forth the procedures for demanding and perfecting statutory appraisal rights. This summary is qualified in its entirety by reference to Section 262 of the DGCL, a copy of the text of which is attached to this combined proxy statement/prospectus as Annex J. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262 of the DGCL. Failure to follow any of the procedures of Section 262 of the DGCL may result in termination or waiver of appraisal rights under Section 262 of the DGCL. Stockholders should assume that AspenTech will take no action to perfect any appraisal rights of any AspenTech stockholder.

A stockholder who desires to exercise appraisal rights must (i) not vote in favor of the adoption of the Transaction Agreement and thereby approve the Transactions, (ii) deliver, as set forth in Section 262 of the DGCL a written demand for appraisal of the stockholder’s shares to AspenTech before the taking of the vote on the adoption of the Transaction Agreement, (iii) continuously hold the shares of record for which appraisal will be sought from the date of making the demand through the effective time of the Merger, and (iv) otherwise comply with the requirements of Section 262 of the DGCL. Within ten days after the effective time of the Merger, the Surviving Corporation must provide notice of the effective time of the Merger to all stockholders who have complied with Section 262 of the DGCL and not voted in favor of the Transactions.

Only a holder of record of AspenTech common stock is entitled to demand an appraisal of the shares registered in that holder’s name. If shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by or for the fiduciary. If shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by or for all

joint owners. An authorized agent, including an agent of two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose that, in exercising the demand, the agent is acting as agent for the record owner.

A record owner, such as a broker, who holds shares as a nominee for others may exercise appraisal rights with respect to the shares held for all or less than all beneficial owners of shares as to which the holder is the record owner. In that case, the written demand must set forth the number of shares covered by the demand. Where the number of shares is not expressly stated, the demand will be presumed to cover all shares outstanding in the name of the record owner.

Beneficial owners who are not record owners and who intend to exercise appraisal rights must act promptly to cause the record holder to follow the steps summarized herein properly and in a timely manner to perfect appraisal rights. Shares held through brokerage firms, banks and other financial institutions are frequently deposited with and held of record in the name of a nominee of a central security depositary. Any holder of shares desiring to demand and perfect appraisal rights with respect to such shares who holds such shares through a brokerage firm, bank or other financial institution is responsible for ensuring that the demand for appraisal is made by the record holder. The stockholder must instruct such firm, bank or institution that the demand for appraisal must be made by the record holder of the shares, which might be the nominee of a central security depositary if the shares have been so deposited.

As required by Section 262 of the DGCL, a demand for appraisal must be in writing or electronic transmission if directed to an information processing system (if any) expressly designated for that purpose the notice of appraisal rights and must reasonably inform AspenTech of the identity of the record holder (which might be a nominee as described above) and of such holder’s intention to seek appraisal of such shares.

Stockholders of record who elect to demand appraisal of their shares must mail or deliver their written demand to: Aspen Technology, Inc., 20 Crosby Drive, Bedford, MA 01730, Attention: Corporate Secretary. The written demand must be delivered to AspenTech prior to the taking of the vote on the Transactions by the stockholders of AspenTech. Neither voting (in person or by proxy) against, abstaining from voting on or failing to vote on the proposal to adopt the Transaction Agreement will alone suffice to constitute a written demand for appraisal within the meaning of Section 262 of the DGCL. In addition, the stockholder seeking to demand appraisal must not vote its shares of stock in favor of adoption of the Transaction Agreement. Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of adoption of the Transaction Agreement, it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who wishes to exercise appraisal rights must, in addition to demanding and perfecting its appraisal rights in accordance with Section 262 of the DGCL, vote against the adoption of the Transaction Agreement, abstain from voting on the adoption of the Transaction Agreement or refrain from executing and submitting the enclosed proxy card.

Within 120 days after the effective time of the Merger, but not thereafter, either the Surviving Corporation following the Transactions, or any stockholder who has timely and properly demanded appraisal of such stockholder’s shares and who has complied with the requirements of Section 262 of the DGCL and is otherwise entitled to appraisal rights may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares of all stockholders who have properly demanded appraisal. Upon filing of any such petition by an AspenTech stockholder, service of a copy thereof shall be made upon AspenTech. AspenTech shall, within 20 days after such service, file in the office of the Register of Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by AspenTech. If, within this 120-day period, no such petition shall have been filed as provided above, all rights to appraisal will cease and each of the dissenting stockholders who owned shares of AspenTech common stock will become entitled to receive the Merger Consideration set forth in the Transaction Agreement (if any) applicable to his or her shares of AspenTech common stock.

There is no present intent on the part of the Surviving Corporation to file an appraisal petition and stockholders seeking to exercise appraisal rights should not assume that the Surviving Corporation will file such a petition or that the Surviving Corporation will initiate any negotiations with respect to the fair value of such shares. Accordingly, stockholders who desire to have their shares appraised should initiate any petitions necessary

for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL. Within 120 days after the effective time of the Merger, any stockholder who has theretofore complied with the applicable provisions of Section 262 of the DGCL will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares of common stock not voting in favor of the Transactions, and with respect to which demands for appraisal were received by the Surviving Corporation and the number of holders of such shares. A person who is the beneficial owner of shares held in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from the corporation the statement described in the previous sentence. Such statement must be mailed within ten days after the written request has been received by the Surviving Corporation.

If a petition for an appraisal is timely filed, at the hearing on such petition, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights. The Delaware Court of Chancery may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. If any stockholder fails to comply with such direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder. In addition, because immediately before the effective time of the Merger, AspenTech common stock was listed on a national securities exchange, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal or (ii) the value of the consideration provided in the Merger for such total number of shares exceeds $1 million.

After a hearing on such petition, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights and thereafter will appraise the shares owned by those stockholders, determining the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the Transactions, together with interest to be paid, if any, upon the amount determined to be the fair value. Section 262 of the DGCL provides that, unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest on an appraisal award, from the effective time of the Merger through the date of payment of the judgment, shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharges) as established from time to time during the period between the effective time of the Merger and the date of payment of the judgment. At any time before the entry of judgment in an appraisal proceeding, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided in Section 262 of the DGCL only upon the sum of (i) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (ii) interest theretofore accrued, unless paid at that time.

In determining fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that in making this determination of fair value the court must consider “market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of merger and which throw any light on future prospects of the merged corporation.” Section 262 of the DGCL provides that fair value is to be determined “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. The Delaware Supreme Court, in Weinberger v. UOP, Inc., construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

AspenTech stockholders considering seeking appraisal should bear in mind that the fair value of their shares determined by the Delaware Court of Chancery under Section 262 of the DGCL could be more than, the same as, or less than the Merger Consideration they are entitled to receive pursuant to the Transaction Agreement if they do not seek appraisal of their shares, and that opinions of investment banking firms as to the fairness from a