We are advising Emerson on the transaction

Davis Polk is advising Emerson on its agreement to combine its industrial software businesses – OSI Inc. and the Geological Simulation Software business –with Aspen Technology Inc. to create a diversified, high-performance industrial software leader with greater scale, capabilities and technologies (“new AspenTech”). Emerson will also contribute approximately $6 billion in cash to new AspenTech, and will receive a 55% stake in new AspenTech, a newly formed Nasdaq-listed company, in exchange for the contributions. Under the terms of the agreement, AspenTech shareholders will receive approximately $87 per share in cash and 0.42 shares of common stock of new AspenTech for each share of AspenTech common stock they own, which implies a total transaction equity value of approximately $11 billion before synergies. The transaction, which has been approved by the boards of directors of both Emerson and AspenTech, is expected to close in the second calendar quarter of 2022 and is subject to approval by AspenTech shareholders, regulatory approvals and other customary closing conditions.

Emerson, headquartered in St. Louis, Missouri, is a global technology and engineering company providing innovative solutions for customers in industrial, commercial and residential markets. Aspen Technology 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.

The Davis Polk corporate team includes partners Phillip R. Mills, Marc O. Williams and Cheryl Chan and associates Shanu Bajaj and Alex Yang. Partner Ronan P. Harty is providing antitrust and competition advice. Partner Michael Mollerus is providing tax advice. Partner Pritesh P. Shah is providing intellectual property advice. Partners Jeffrey P. Crandall and Travis Triano are providing executive compensation advice. Members of the Davis Polk team are based in the New York and London offices.

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