ASPEN TECHNOLOGY

(AZPN)
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Real-time Estimate Cboe BZX  -  12:14 2022-06-28 pm EDT
193.13 USD   -1.86%
05:26aPiper Sandler Adjusts Price Target on Aspen Technology to $189 From $159, Maintains Neutral Rating
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06/15Loop Capital Adjusts Price Target on Aspen Technology to $225 From $175, Reiterates Buy Rating
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06/06BofA Securities Adjusts Aspen Technology's Price Target to $230 From $176, Reiterates Buy Rating
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ASPENTECH CORP : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

05/17/2022 | 06:14am EDT

Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosures under the Introductory Note and Items 3.01 and 5.07 are incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The disclosures under the Introductory Note are incorporated herein by reference.

On May 16, 2022, Former AspenTech (i) notified the Nasdaq Global Select Market ("Nasdaq") of the consummation of the Transactions and (ii) requested that Nasdaq (A) suspend trading of shares of Former AspenTech common stock effective as of the end of the trading day on May 16, 2022, and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister all shares of Former AspenTech common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, shares of Former AspenTech common stock will no longer be listed on Nasdaq. Former AspenTech intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Former AspenTech's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

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Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The disclosures under the Introductory Note, Item 3.01, Item 5.02 and Item 5.03 are incorporated herein by reference.

As a result of the consummation of the Transactions, there was a change in control of Former AspenTech, and New AspenTech, as the direct parent of Former AspenTech, acquired 100% control of Former AspenTech. As a result of the Transactions, Emerson beneficially owns 55% of New AspenTech on a fully diluted basis, and the Former AspenTech stockholders own the remaining 45%. To the knowledge of Former AspenTech, no arrangements exist which may at a subsequent date result in a further change in control of Former AspenTech.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation and Appointment of Directors

As of the effective time of the Merger, Antonio J. Pietri, Jill D. Smith, Dr. Thomas M. Bradicich, Donald P. Casey, Karen M. Golz, Adriana Karaboutis, Dr. Georgia Keresty, Robert M. Whelan Jr., and R. Halsey Wise each resigned and ceased to be directors of Former AspenTech and members of any committee of Former AspenTech's board of directors. These resignations were not a result of any disagreement between Former AspenTech and the directors on any matter relating to Former AspenTech's operations, policies or practices.

As of the effective time of the Merger, Chantelle Y. Breithaupt, Frederic G. Hammond, and Christopher Stagno were designated and appointed to Former AspenTech's board of directors.

Entry into Executive Retention Agreement

As previously described on the Current Report on Form 8-K filed by Former AspenTech on May 4, 2022 (the "Prior 8-K Filing"), our President and Chief Executive Officer, Antonio J. Pietri, entered into an amended executive retention agreement on May 16, 2022, the terms of which are consistent with those described in the Prior 8-K Filing.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the Transactions, on May 16, 2022, Former AspenTech amended and restated its certificate of incorporation and bylaws. The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of Former AspenTech are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

The disclosures under the Introductory Note are herein incorporated by reference.

At the Special Meeting, Former AspenTech stockholders approved Proposal #1, adopting the Transaction Agreement and approving the Transactions, as well as Proposals #2 and #3, detailed below.

A quorum was present at the Special Meeting. The presence at the Special Meeting, in person or by proxy, of the holders of a majority of shares of Former AspenTech common stock issued and outstanding as of the record date of April 14, 2022 (the "Record Date") was necessary to constitute a quorum.

The final results of voting on each of the items submitted to a vote of Former AspenTech's stockholders at the Special Meeting are as follows:

Proposal 1: To adopt the Transaction Agreement and approve the Transactions.

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Approval of this proposal required the affirmative vote of the holders of a majority of the shares of Former AspenTech common stock outstanding and entitled to vote on the proposal. Former AspenTech stockholders approved the proposal with the following voting results, including the percentage cast for and against the proposal as a percentage of the number of Former AspenTech common stock outstanding and entitled to vote on the proposal on the Record Date:

For Against Abstentions Broker Non-Votes 62,103,336 93.20% 20,453 0.03% 131,014 -

Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable to Former AspenTech's named executive officers in connection with the Transactions.

Approval of this proposal required a majority of the votes cast upon the proposal. Former AspenTech stockholders approved the proposal with the following voting results, including the percentage cast for and against the proposal as a percentage of votes cast:


       For           Against    Abstentions Broker Non-Votes
61,362,055 98.59% 874,237 1.40%   18,511           -



The shares of Former AspenTech common stock voted in favor of and against the proposal represented 92.09% and 1.31%, respectively, of the 66,627,675 shares of Former AspenTech common stock as of the Record Date.

Proposal 3: To adjourn the Special Meeting if Former AspenTech determines that it is necessary or advisable to permit further solicitation of proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Transaction Agreement.

Approval of this proposal required a majority of the votes cast upon the proposal, whether or not a quorum was present. Former AspenTech stockholders approved the proposal with the following voting results, including the percentage cast for and against the proposal as a percentage of votes cast:


       For            Against     Abstentions Broker Non-Votes

58,874,528 94.73% 3,269,492 5.26% 110,783 -

The shares of Former AspenTech common stock voted in favor of and against the proposal represented 88.36% and 4.90%, respectively, of the 66,627,675 shares of Former AspenTech common stock as of the Record Date.

Item 8.01 Other Events

On May 16, 2022, Aspen Technology, Inc. issued a press release announcing the consummation of the Transactions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01    Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number   Description
   2.1^          Transaction Agreement and Plan of Merger, dated as of October 10, 2021,
                 as amended by Amendment No. 1 dated as of March 23, 2022 and Amendment
                 No. 2 dated as of May 3, 2022 among Aspen Technology, Inc., Emerson
                 Electric Co., EMR Worldwide Inc., Emersub CX, Inc. and Emersub CXI, Inc.
                 (incorporated by reference to Exhibit 2.1 of the Registrant's Current
                 Report on Form 8-K dated May 3, 2022).
  3.1            Amended and Restated Certificate of Incorporation of AspenTech
                 Corporation, dated May 16, 2022.
  3.2            Amended and Restated Bylaws of AspenTech Corporation, dated May 16,
                 2022.
  99.1           Press Release, dated May 16, 2022
^                Certain annexes 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 annexes to the U.S.
                 Securities and Exchange Commission upon request.

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