Item 7.01. Regulation FD Disclosure

On May 16, 2022, Emerson Electric Co. ("Emerson") issued a press release announcing the completion of the transactions contemplated by the Transaction Agreement and Plan of Merger, dated as of October 10, 2021, as amended by Amendment No. 1 to the Transaction Agreement and Plan of Merger, dated as of March 23, 2022 and Amendment No. 2 to the Transaction Agreement and Plan of Merger, dated as of May 3, 2022, by and among Emerson, Aspen Technology, Inc., a Delaware corporation ("Aspen"), EMR Worldwide Inc., a Delaware corporation and a wholly owned subsidiary of Emerson ("Emerson Sub"), Emersub CX, Inc., a Delaware corporation and a wholly owned subsidiary of Emerson Sub ("New AspenTech"), and Emersub CXI, Inc., a Delaware corporation and a direct wholly owned subsidiary of Emersub CX, Inc. ("Merger Sub") (the "Transaction Agreement"). A copy of such press release is attached hereto as Exhibit 99.1 and is furnished herewith.




Item 8.01. Other Events

On May 16, 2022, Emerson completed the previously announced transactions contemplated by the Transaction Agreement. Pursuant to the Transaction Agreement, (i) Emerson contributed $6,014,000,000 in cash to New AspenTech in exchange for a number of shares of common stock, par value $0.0001 per share, of New AspenTech ("Common Stock"), (ii) Emerson Sub contributed Open Systems International, Inc. and the Geological Simulation Software business to New AspenTech in exchange for a number of shares of Common Stock, (iii) Merger Sub merged with and into Aspen, with Aspen as the surviving corporation and a direct wholly owned subsidiary of New AspenTech (the "Merger"), and (iv) each outstanding share of common stock of Aspen (with certain exceptions) was converted into the right to receive 0.42 shares of Common Stock and $87.69 in cash. As a result of the transactions contemplated by the Transaction Agreement, Emerson will beneficially own 55% of the outstanding shares of Common Stock (calculated on a fully diluted basis) and pre-Merger Aspen stockholders own the remaining outstanding shares of Common Stock. New AspenTech has been renamed Aspen Technology, Inc., and will be listed on NASDAQ with the ticker symbol AZPN.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits.



Exhibit Number Description
  99.1           Press release, dated May 16, 2022 issued by Emerson
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

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