Aspen Technology(AZPN) - 2022 Q3 - Quarterly Report

Explanatory Note This section provides context on Emersub CX, Inc. (Newco) and its role in the proposed merger with Aspen Technology, Inc. Transaction Overview This section outlines the formation of Newco for the merger of Emerson's software businesses with AspenTech, forming New AspenTech - Emersub CX, Inc. (Newco) was formed by Emerson to combine its industrial software businesses (Open Systems International, Inc. and Geological Simulation Software) with Aspen Technology, Inc. (AspenTech)[5] - Following the transaction, Newco will be renamed New AspenTech, with Emerson owning 55% of the new entity and the entity trading on NASDAQ under AZPN[7] - A special meeting for AspenTech stockholders is scheduled for May 16, 2022, to vote on the adoption of the Transaction Agreement[6] PART I. Financial Information This section presents the financial statements and related disclosures for Emersub CX, Inc., a non-operational shell company Item 1. Financial Statements The financial statements reflect Emersub CX, Inc.'s status as a non-operational shell company, reporting zero or nominal values Unaudited Condensed Consolidated Financial Statements Unaudited financial statements for Q1 and H1 2022 report zero activity, consistent with a non-operational shell company Financial Highlights as of March 31, 2022 | Financial Metric | Three Months Ended Mar 31, 2022 | Six Months Ended Mar 31, 2022 | As of Mar 31, 2022 | | :--- | :--- | :--- | :--- | | Revenue | $0 | $0 | N/A | | Net Earnings | $0 | $0 | N/A | | Total Assets | N/A | N/A | $0 | | Total Liabilities | N/A | N/A | $0 | | Total Equity | N/A | N/A | $0 | | Net Cash from Operations | N/A | $0 | N/A | Notes to Unaudited Condensed Consolidated Financial Statements These notes detail the transaction agreement, Emerson's contribution of $6.014 billion cash, and related legal proceedings - The transaction involves Emerson contributing $6.014 billion in cash and its Industrial Software Business to Newco, with AspenTech shareholders receiving 0.42 shares of Newco common stock plus a per-share cash consideration[21] - Key parties to the transaction include Newco (the shell company), AspenTech, Emerson, the Emerson Industrial Software Business (comprising OSI Inc. and GSS), Emerson Sub, and Merger Sub[27][28][30] - A stockholder lawsuit (Ciccotelli v. Aspen Technology, Inc. et al.) was filed on January 21, 2022, alleging incomplete disclosures in Newco's Form S-4 registration statement[34] - As of March 31, 2022, a nominal $1 receivable was due from Emerson Sub, a related party[33] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This MD&A confirms Emersub CX, Inc. is a non-operational shell company, detailing forward-looking statements and transaction risks - The company confirms it has not engaged in any activities other than those incidental to its formation and matters contemplated by the Transaction Agreement[36] - The report includes extensive forward-looking statements concerning the proposed transaction's timing, benefits, and financial performance, subject to significant risks[38][39] Item 3. Quantitative and Qualitative Disclosures About Market Risks As a non-operational shell company, Emersub CX, Inc. incurred no significant market risks during the reporting period - The company incurred no significant market risks, with activities limited to its formation and matters related to the Transaction Agreement[40] Item 4. Controls and Procedures Management concluded disclosure controls were effective as of March 31, 2022, with no material changes in internal controls - Management concluded that disclosure controls and procedures were effective as of the end of the reporting period[42] - No material changes occurred in internal controls over financial reporting during the quarter ended March 31, 2022[42] PART II. Other Information This section covers legal proceedings, risk factors, and a list of exhibits filed with the report Item 1. Legal Proceedings This section references legal proceedings detailed in Note 4, concerning a stockholder lawsuit over Form S-4 disclosures - The company is involved in a legal proceeding, as detailed in Note 4 of the financial statements, concerning a stockholder lawsuit over proposed transaction disclosures[44][34] Item 1A. Risk Factors This section refers to risk factors outlined in the Prospectus, part of the Registration Statement on Form S-4 - For detailed risk discussion, the report refers to the "Risk Factors" section of the Registration Statement on Form S-4 (File No. 333-262106)[45] Item 6. Exhibits This section lists exhibits filed with the 10-Q report, including executive certifications and iXBRL financial data - Exhibits include certifications pursuant to Exchange Act Rules 13a-14(a) and 13a-14(b), as well as iXBRL formatted financial statements and notes[46]