Shares”)) will be converted into the right to receive an amount in cash equal to the Offer Price, without interest. This means that holders of Shares (excluding the Excluded Shares) as of the Closing will receive an estimated $7.2 billion in the aggregate at the Closing. Immediately following the Closing, Parent will hold 100% of the outstanding Shares.
The Merger will be governed by Section 251(h) of the DGCL. Accordingly, Parent, Purchaser and AspenTech have agreed to cause the Merger to become effective as soon as practicable following the Acceptance Date without a vote of AspenTech’s stockholders in accordance with Section 251(h) of the DGCL, upon the terms and subject to the satisfaction or waiver of the conditions to the Merger.
After completion of the Merger and by virtue of the Merger, the certificate of incorporation and the bylaws of the Surviving Corporation will be amended as set forth in the Merger Agreement, in each case, until thereafter amended as provided therein or by applicable law. After completion of the Merger, the directors and officers of Purchaser immediately prior to the Effective Time will be the directors and officers, respectively, of the Surviving Corporation, in each case, until successors are duly elected or appointed and qualified in accordance with applicable law.
The Merger will be completed and become effective at such time as a certificate of merger with respect to the Merger is duly filed with the Delaware Secretary of State (or at such later time as agreed to by Parent and AspenTech and is specified in the certificate of merger). Unless Parent and AspenTech agree to another date, the Closing will occur as soon as practical after (but in any event no later than two business days after) the date the conditions to the Closing (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party entitled to the benefit of such conditions, as described in Section 22—“Conditions of the Offer.”
If, during the period between the date of the Merger Agreement and the Effective Time, any change in the outstanding Shares occurs, including by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, but excluding any change that results from any exercise of options or settlement of restricted stock units outstanding as of the date of the Merger Agreement to purchase Shares granted under AspenTech’s stock option or compensation plans or arrangements, the Offer Price, the Merger Consideration and any other amounts payable pursuant to the Merger Agreement will be appropriately adjusted.
Conversion; Surrender and Payment; Dissenting Shares
Conversion of Capital Stock at the Effective Time
Each share of Purchaser’s common stock outstanding immediately prior to the Effective Time will be converted into one share of common stock of the Surviving Corporation at the Effective Time.
The conversion of Shares (other than the Excluded Shares and dissenting shares) into the right to receive the Offer Price per Share (such aggregate amount, the “Merger Consideration”) will occur at the Effective Time.
Surrender and Payment
Promptly after (and in any event no later than the first business day after) the Acceptance Date, Parent will deposit, or will cause to be deposited, with the Depository cash sufficient to make the payment of the aggregate Offer Price. On or prior to the Effective Time, Parent will deposit, or will cause to be deposited with Equiniti Trust Company, LLC (the “Paying Agent”) cash sufficient to pay the aggregate Merger Consideration in the Merger. Parent will not be required to deposit any funds with respect to the Merger Consideration for the dissenting shares.
Any holder of Shares held in direct registry form through AspenTech’s transfer agent (the “Transfer Agent”) will, automatically upon the Effective Time, be entitled to receive, and Parent will cause the Paying Agent to pay and deliver as promptly as possible after the Effective Time, the Merger Consideration to which such holder will become entitled, and the Shares so exchanged shall be forthwith canceled. Payment of the applicable Merger Consideration with respect to such Shares will be made only to the person in whose name such Shares are registered.
With respect to Shares held, directly or indirectly, through the DTC, Parent and AspenTech will cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary third-party
