Item 1.01 Entry into a Material Definitive Agreement.

Amendment No. 2 to the Transaction Agreement and Plan of Merger

As previously disclosed, on October 10, 2021, Aspen Technology, Inc. ("AspenTech") entered into the Transaction Agreement and Plan of Merger, as amended by Amendment No. 1 dated as of March 23, 2022 (the "Transaction Agreement"), among AspenTech, Emerson Electric Co. ("Emerson"), EMR Worldwide Inc., a wholly owned subsidiary of Emerson ("Emerson Sub"), Emersub CX, Inc., a wholly owned subsidiary of Emerson ("New AspenTech"), and Emersub CXI, Inc., a direct wholly owned subsidiary of New AspenTech ("Merger Subsidiary"), pursuant to which Emerson Sub will contribute two of Emerson's industrial software businesses-Open Systems International, Inc. and the Geological Simulation Software business-to New AspenTech in exchange for New AspenTech common stock, and Merger Subsidiary will merge with and into AspenTech, with AspenTech as the surviving corporation and becoming a wholly owned subsidiary of New AspenTech (these transactions and other transactions contemplated by the Transaction Agreement, the "Transactions").

On May 3, 2022, AspenTech, Emerson, Emerson Sub, New AspenTech, and Merger Subsidiary entered into Amendment No. 2 to the Transaction Agreement ("Amendment No. 2"). Under Amendment No. 2, AspenTech, Emerson, Emerson Sub, New AspenTech, and Merger Subsidiary have agreed to amend the Transaction Agreement to, among other things, provide for transfers of certain assets and employees in certain foreign jurisdictions from Emerson to New AspenTech after the closing of the Transactions, which is expected in the second calendar quarter of 2022.

The foregoing description of Amendment No. 2 does not purport to be complete, and is qualified in its entirety by reference to the full text of Amendment No. 2 which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

For a more detailed description of the Transaction Agreement and the Transactions, please see the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") by AspenTech on April 18, 2022.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the Transactions, New AspenTech has filed with the SEC, and the SEC has declared effective on April 18, 2022, a registration statement on Form S-4 (File No. 333-262106) that includes a proxy statement of AspenTech and that also constitutes a prospectus with respect to shares of New AspenTech's common stock to be issued in the proposed transaction ("Combined Proxy Statement/Prospectus"). AspenTech and New AspenTech may also file other documents with the SEC regarding the Transactions. This document is not a substitute for the Combined Proxy Statement/Prospectus or any other document which AspenTech or New AspenTech may file with the SEC. INVESTORS, ASPENTECH STOCKHOLDERS AND PROSPECTIVE NEW ASPENTECH STOCKHOLDERS ARE URGED TO READ THE COMBINED PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND RELATED MATTERS. Investors, AspenTech stockholders and prospective New AspenTech stockholders may obtain free copies of the Combined Proxy Statement/Prospectus and other documents that are filed or will be filed with the SEC by AspenTech or New AspenTech through the website maintained by the SEC at www.sec.gov or by contacting the investor relations departments of AspenTech or Emerson at the following:



Emerson                                    AspenTech

8000 West Florissant Avenue, P.O. Box 4100 20 Crosby Drive St. Louis, MO 63136

Bedford, MA 01730
www.emerson.com/en-us/investors            http://ir.aspentech.com/
Colleen Mettler, Vice President,           Brian Denyeau
Investor Relations                         ICR
(314) 553-2197                             Brian.Denyeau@icrinc.com

investor.relations@emerson.com

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PARTICIPANTS IN THE SOLICITATION

AspenTech or New AspenTech and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the Transactions. AspenTech stockholders and prospective New AspenTech stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the Transactions, including the interests of AspenTech and New AspenTech directors and executive officers in the Transactions, which may be different than those of AspenTech and prospective New AspenTech stockholders generally, by reading the Combined Proxy Statement/Prospectus and any other relevant documents that are filed or will be filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources indicated above.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit
Number     Description
  2.1^     Amendment No. 2 to the Transaction Agreement and Plan of Merger, dated
           as of May 3, 2022, among Aspen Technology, Inc., Emerson Electric Co.,
           EMR Worldwide Inc., Emersub CX, Inc. and Emersub CXI, Inc.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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^ Certain schedules to Amendment No. 2 to the Transaction Agreement and Plan of Merger have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.

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