ASPEN TECHNOLOGY INC /DE/
8-K, EX-99.5.1, 2000-09-06
COMPUTER PROGRAMMING SERVICES
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                                                                    EXHIBIT 5.1
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EXHIBIT 5.1 TO ASPEN TECHNOLOGY, INC. FORM 8-K FILED SEPTEMBER 6, 2000

ASPEN TECHNOLOGY ACQUIRES ICARUS CORPORATION

New Integrated Solution Enables Process Manufacturers to Streamline And Improve
Capital Investment Decision-Making

     CAMBRIDGE, Mass., Sept. 5 /PRNewswire/ --.Aspen Technology, Inc. (Nasdaq:
AZPN), today announced that they have closed a transaction to acquire ICARUS
Corporation, the market leader in providing software that is used by the process
manufacturing industries to estimate plant capital costs and evaluate project
economics. The acquisition will enable AspenTech to provide even greater value
to companies in the process industries, by integrating the ICARUS financial
decision-making tools with AspenTech's manufacturing modeling, asset
optimization and supply chain offerings. Because the new integrated solution
will combine analysis of engineering as well as economic considerations, it will
enable process manufacturers to increase the quality and speed of decision
making -- while reducing costs -- whenever major capital investment decisions
are required, such as in building new plants or revamping existing facilities.

     Today, the process manufacturing industries spend more than $300 billion
annually in new capital investments. The cost of a world-class process facility
can exceed $1 billion. Capital investment decisions are based on numerous
variables including input from investment analysts, engineering teams,
construction teams, operations and maintenance. By combining the ICARUS
financial decision making tools with AspenTech's proven process industry
solutions, these variables can be analyzed, modeled and optimized -- with the
use of real plant data -- in order to achieve the best return on investment.
Process manufacturers will be able to achieve desired results with lower capital
investment as well as lower ongoing operating costs.

     The ICARUS software contains a knowledge database built through many years
of experience in use by leading companies including Bayer, BASF, BP, Chevron,
Dow Chemical, Fluor Daniel, Kellogg Brown & Root, and Shell to name a few.
AspenTech and ICARUS have been working together as alliance partners since 1998
and have already integrated their products for several major customers.

     "The inclusion of ICARUS' cost estimating and financial modeling
technologies closes a gap in Aspen Technology's solution suite, and we are
looking forward to the full integration of the AspenTech and the ICARUS
products," said Mag Fouad, Fluor Daniel Vice President of Process Technology, a
long time customer of both AspenTech and ICARUS. "With the increased competitive
demands being placed on companies by the ebusiness environment, the combined
solution will allow us to design better plants more quickly through
understanding of both the key technical and economic issues of each project."

     "It is an enormous challenge for process manufacturing, engineering and
construction firms to make decisions which take into account both financial and
technical issues," said Dick Hill, Vice President of ARC Advisory Group. "This
integrated approach is a compelling solution which compresses the workflow of
engineering design, financial and capital investment activities. The ICARUS
acquisition positions AspenTech to lead the way to a new generation of strategic
decision-making technologies."

     AspenTech paid $24.5 million in a combination of cash and stock to acquire
ICARUS. ICARUS reported total revenues of $11.3 million and profitable
operations in its most recent



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fiscal year. AspenTech will account for this acquisition as a purchase, and
excluding one-time charges it will be non dilutive in the fiscal year, ending
June 30, 2001.

     "The ICARUS acquisition was in direct response to our customers, who
recognized the synergy between our technologies and asked us to integrate the
products," said Larry Evans, Chairman and CEO of Aspen Technology. "We are
moving aggressively to develop solutions to support collaborative engineering in
the new networked economy because we believe that workflow collaboration is the
key to driving dramatic value for our process industry customers. ICARUS
provides a critical knowledge database and enables decisions to be made in real
time based upon the most accurate information available. This database can be
continually updated with new data on actual plant costs as it is used for
collaborative projects, so that the accuracy and value of the knowledge
increases over time. Such real-time, reliable collaborative capability is
exactly what process manufacturers need in order to make the right decisions at
Internet speed."

About ICARUS

     ICARUS Corporation, based in Rockville, Maryland,
(http://www.ICARUS-us.com) is a leading provider of Knowledge-Base (Kbase(TM))
Engineering Technology, which uses built-in design codes, heuristics and
engineering methodology to automate engineering workflow. ICARUS software and
services are used worldwide by owner-operators, technology licensors, and
engineering and construction firms. The ICARUS mission is to provide clients
with a shared knowledge-based technology that integrates business objectives
with automated engineering analysis, helping to achieve a stronger competitive
position.

About AspenTech

     Aspen Technology, Inc. is the leading supplier of integrated software and
solutions that enable process manufacturers to automate and optimize their
plants and extended supply chains, while enabling e-business. With deep process
knowledge, best-in-class technology, and strategic alliances with leading
business and technology partners, AspenTech offers the industry's broadest
family of scaleable solutions, allowing process manufacturers to achieve
competitive advantage in the Internet economy. AspenTech's Plantelligence(TM)
solutions automate and optimize critical business processes at the plant level.
AspenTech's Enterprise Optimization(TM) solutions extend the scope of
optimization across the enterprise and extended supply chain. AspenTech eSupply
Chain solutions enable manufacturers to link seamlessly to customers, suppliers
and on-line trading exchanges, creating a collaborative, flexible extended
enterprise. AspenTech employs more than 1,600 people worldwide. For more
information visit http://www.aspentech.com.

     Paragraphs 1 and 6 of this press release contain forward-looking statements
for purposes of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. For this purpose, any statement using the term "will,"
"should," "could," "anticipates," "believes" or a comparable term is a
forward-looking statement. Actual results may vary significantly from
AspenTech's expectations based on a number of risks and uncertainties,
including: AspenTech's lengthy sales cycle which makes it difficult to predict
quarterly operating results; fluctuations in AspenTech's quarterly operating
results; AspenTech's dependence on customers in the cyclical chemicals,
petrochemicals and petroleum industries; AspenTech's need to hire additional
qualified personnel and its dependence on key current employees; intense
competition; AspenTech's dependence on systems integrators and other strategic
partners; and other risk factors described from time to time in AspenTech's
periodic reports and registration statements


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filed with the Securities and Exchange Commission. AspenTech cannot guarantee
any future results, levels of activity, performance, or achievements. Moreover,
neither AspenTech nor anyone else assumes responsibility for the accuracy and
completeness of any forward-looking statements. AspenTech undertakes no
obligation to update any of the forward-looking statements after the date of
this press release.

     AspenTech, Plantelligence, Enterprise Optimization, and the aspen leaf logo
are trademarks of Aspen Technology, Inc., Cambridge, Mass.




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