Aspen Technology, Inc. (NasdaqGS:AZPN) entered into a definitive agreement to acquire Micromine Pty Ltd. from Potentia Capital Pty. Ltd. and others for AUD 900 million on July 27, 2022. AspenTech currently intends to finance the transaction through a combination of cash on hand and additional indebtedness and has entered into a commitment letter with JP Morgan Chase Bank, N.A. (“JPM”) pursuant to which JPM has committed to provide an unsecured bridge term loan in the amount of $475 million (AUD 685.8 million), subject to customary limited conditions. The acquisition is expected to close in the fiscal second quarter of 2023, subject to receipt of regulatory approvals. Micromine is expected to be accretive to AspenTech on a free cash flow basis within the first 12 months of the transaction closing.

Goldman Sachs & Co. LLC and Atrico Pty Ltd are serving as financial advisors and DLA Piper is acting as legal counsel to AspenTech. JP Morgan is serving as financial advisor and Johnson Winter & Slattery is acting as legal counsel to Micromine, Potentia Capital and the other sellers. John L. Savva of Sullivan & Cromwell LLP represents Goldman Sachs as financial adviser to AspenTech. Ernst & Young Transaction Advisory Limited, Accountancy Arm served as Due Diligence Provider to Potentia Capital Pty. Ltd.