p> Before MAKING ANY VOTING OR Investment Resolution, Buyers, Security HOLDERS OF EMERSON AND Safety HOLDERS OF ASPENTECH ARE URGED TO Learn Fastidiously AND Of their ENTIRETY THE Combined PROXY Assertion/PROSPECTUS WHEN IT Becomes Out there AND The opposite Documents Which are FILED OR Will likely be FILED BY ASPENTECH OR NEW ASPENTECH WITH THE SEC, In addition to ANY AMENDMENTS OR SUPPLEMENTS To those Documents, IN Reference to THE PROPOSED TRANSACTION, Because THESE Paperwork Comprise OR WILL Include Essential Data About the PROPOSED TRANSACTION AND Associated Matters. Data relating to the directors and government officers of Emerson is contained in Emerson’s proxy assertion for its 2021 annual assembly of stockholders, filed with the SEC on December 11, 2020, its Annual Report on Kind 10-Okay for the year ended September 30, 2020, which was filed with the SEC on November 16, 2020 and certain of its Present Studies filed on Type 8-Okay. Data relating to the administrators and government officers of AspenTech? is contained in AspenTech?’s proxy assertion for its December 10, 2021 annual meeting of stockholders, filed with the SEC on October 28, 2021, and in its Annual Report on Kind 10-Okay for the yr ended June 30, 2021, which was filed with the SEC on August 18, 2021 and certain of its Current Studies filed on Form 8-Okay. https://proxylist101.org/ may be obtained freed from cost from the sources indicated above.</p><p> Info relating to the foregoing can also be present in RRD’s proxy statement for its 2021 annual assembly of stockholders, which was filed with the SEC on April 13, 2021 (the "Annual Meeting Proxy Assertion"). No supply of securities shall be made besides by way of a prospectus meeting the necessities of Part 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable legislation. New Frontier Health Company (“NFH” or the “Company”) (NYSE: NFH), operator of the premium healthcare services provider United Household Healthcare, in the present day announced that it has known as an extraordinary common assembly of shareholders (the “EGM”) to be held on January 7, 2022 at 10:00 a.m. Merger, and that the deadline for submitting the consent will likely be 10:00 a.m. Merger turning into effective, the Warrant Modification will take impact. Pursuant to the Atlas Merger Settlement, Atlas has the chance via December 7, 2021 (the "Negotiation Period") to negotiate an modification of the Atlas Merger Settlement such that the Chatham Proposal would no longer represent a Superior Proposal. RRD has notified Atlas of the Board’s dedication that the Chatham Proposal constitutes a Superior Proposal. Donnelley & Sons Firm (NYSE: RRD) ("RRD" or the "Firm") introduced at the moment that its Board of Directors (the "Board") unanimously decided that an unsolicited proposal from Chatham Asset Administration, LLC ("Chatham") to acquire all of the frequent inventory of the corporate not already owned by Chatham and its associates for $10.25 per share in cash (the "Chatham Proposal") constitutes a "Superior Proposal" as defined within the Company’s beforehand introduced definitive merger settlement with associates of Atlas Holdings LLC ("Atlas"), dated as of November 3, 2021 (the "Atlas Merger Agreement").</p><p> Aspen Expertise (AspenTech?) is a worldwide chief in asset optimization software. Its objective-built software program platform automates data work. Essential components that would trigger actual outcomes to differ materially from such plans, estimates or expectations include, amongst others: (1) that one or more closing circumstances to the transaction, including certain regulatory approvals, might not be satisfied or waived, on a well timed foundation or in any other case, together with that a governmental entity could prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require circumstances, limitations or restrictions in reference to such approvals or that the required approval by the stockholders of AspenTech? will not be obtained; (2) the chance that the proposed transaction is probably not accomplished in the time-frame anticipated by Emerson, AspenTech? or New AspenTech?, or at all; (3) unexpected prices, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected monetary performance of new AspenTech? following completion of the proposed transaction; (5) failure to comprehend the anticipated advantages of the proposed transaction, together with on account of delay in finishing the proposed transaction or integrating the industrial software program business of Emerson with the business of AspenTech?; (6) the ability of recent AspenTech? to implement its enterprise technique; (7) difficulties and delays in reaching income and cost synergies of recent AspenTech?; (8) inability to retain and hire key personnel; (9) the incidence of any occasion that might give rise to termination of the proposed transaction; (10) potential litigation in reference to the proposed transaction or different settlements or investigations that may have an effect on the timing or occurrence of the contemplated transaction or lead to vital costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) adjustments in economic, monetary, political and regulatory conditions, in the United States and elsewhere, and different elements that contribute to uncertainty and volatility, pure and man-made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID-19) pandemic (the "COVID-19 pandemic")), geopolitical uncertainty, and circumstances which will outcome from legislative, regulatory, trade and coverage modifications associated with the current or subsequent U.S.</p><p> Vital risk factors that will cause such a distinction embrace (i) the completion of the Transaction on anticipated phrases and timing, together with acquiring required stockholder and regulatory approvals, and the satisfaction of different situations to the completion of the Transaction; (ii) significant transaction prices related to the Transaction; (iii) potential litigation referring to the Transaction, including the consequences of any outcomes related thereto; (iv) the chance that disruptions from the Transaction will hurt RRD’s enterprise, together with present plans and operations; (v) the power of RRD to retain and hire key personnel; (vi) potential hostile reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vii) legislative, regulatory and economic developments affecting RRD’s enterprise; (viii) common economic and market developments and circumstances; (ix) the evolving legal, regulatory and tax regimes below which RRD operates; (x) potential business uncertainty, together with modifications to existing enterprise relationships, throughout the pendency of the Transaction that could affect RRD’s monetary performance; (xi) certain restrictions during the pendency of the Transaction which will impression RRD’s potential to pursue certain business opportunities or strategic transactions; (xii) continued availability of capital and financing and score agency actions; (xiii) the flexibility of affiliates of Atlas to acquire the required financing preparations set forth in the commitment letters acquired in reference to the Transaction; (xiv) the prevalence of any event, change or different circumstance that might give rise to the termination of the Transaction, including in circumstances requiring RRD to pay a termination charge; (xv) unpredictability and severity of catastrophic occasions, including acts of terrorism, outbreak of war or hostilities or the COVID-19 pandemic, in addition to RRD’s response to any of the aforementioned components; (xvi) competitive responses to the Transaction; (xvii) the risks and uncertainties pertaining to RRD’s enterprise, together with these detailed beneath the heading "Threat Elements" and elsewhere in RRD’s public periodic filings with the U.S.</p>


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Last-modified: 2022-02-22 (火) 10:17:06 (802d)