Altair Engineering Announces Completion of Tender Offer for all Outstanding Shares of Datawatch Corporation
2018年12月13日 - 9:36PM
Altair Engineering Inc. (Nasdaq: ALTR) (“Altair”) today announced
the expiration of the tender offer (the “Offer”) by its wholly
owned subsidiary, Dallas Merger Sub, Inc. (“Dallas Merger Sub”) for
all of the issued and outstanding shares of common stock of
Datawatch Corporation (Nasdaq-CM: DWCH) for a price of $13.10 per
share in cash, without interest and less any applicable withholding
taxes. The Offer expired at 12:00 midnight, Boston time, on
December 12, 2018 (one minute after 11:59 p.m. on December 12,
2018). Altair expects to complete today the acquisition of
Datawatch through a merger without a vote of Datawatch stockholders
pursuant to Section 251(h) of the General Corporation Law of the
State of Delaware.
The depository for the Offer has advised Altair
that, as of the expiration of the Offer, a total of 8,954,113
shares had been validly tendered into and not validly withdrawn
from the Offer, which tendered shares represent approximately 70%
of Datawatch’s outstanding shares of common stock and a sufficient
number of shares such that the minimum tender condition to the
Offer was satisfied. Additionally, the depository has advised that
an additional 2,162,329 shares had been tendered by notice of
guaranteed delivery, representing approximately 17% of the
Datawatch shares of common stock outstanding. Accordingly, all
shares that were validly tendered and not validly withdrawn were
accepted for payment, and Dallas Merger Sub will promptly pay for
all such tendered shares in accordance with the terms of the
Offer.
As a result of the merger, Datawatch will become
a wholly owned subsidiary of Altair. In the merger, each share of
Datawatch (other than shares (i) owned by Datawatch’s stockholders
who have perfected their statutory rights of appraisal under
Delaware law, (ii) then owned by Datawatch or owned both at the
commencement of the Offer and at the effective time of the merger
by any wholly owned subsidiary of Datawatch and (iii) irrevocably
accepted for purchase in the Offer or owned both at the
commencement of the Offer and at the effective time of the merger
by Altair, Dallas Merger Sub or any other wholly owned subsidiary
of Altair) will be cancelled and converted into the right to
receive the same $13.10 per share in cash, without interest and
less any applicable withholding taxes, that was paid in the Offer.
Following completion of the merger, Datawatch’s common stock will
no longer be listed for trading on the Nasdaq Capital Market, which
is expected to take effect later today.
About Altair (Nasdaq: ALTR)
Altair transforms design and decision making by
applying simulation, machine learning and optimization throughout
product lifecycles. Altair’s broad portfolio of simulation
technology and patented units-based software licensing model enable
Simulation-Driven Innovation™ for Altair’s customers. With more
than 2,000 employees, Altair is headquartered in Troy, Michigan,
USA and operates 71 offices throughout 24 countries. Altair serves
more than 5,000 customers across broad industry segments.
Cautionary Language Concerning Forward-Looking
Statements
This communication may contain, in addition to
historical information, certain “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, including but not limited
to, statements relating to Altair’s expectations regarding the
completion and timing of the closing of the pending acquisition.
These forward-looking statements are made as of the date of this
release and are based on current expectations, estimates, forecasts
and projections as well as the beliefs and assumptions of
management. Words such as “expect,” “anticipate,” “should,”
“believe,” “hope,” “target,” “project,” “goals,” “estimate,”
“potential,” “predict,” “may,” “will,” “might,” “could,” “intend,”
variations of these terms or the negative of these terms and
similar expressions are intended to identify these forward-looking
statements. Such forward-looking statements are not guarantees or
predictions of future performance, and are subject to known and
unknown risks, uncertainties and other factors, many of which are
beyond our control, that could cause actual results, performance or
achievements of Altair following completion of the Offer and the
merger described herein (collectively, the “Transactions”) to
differ materially from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such risks and uncertainties include the risks detailed
in the section entitled “Risk Factors” in Altair’s Annual Report on
Form 10-K for the year ended December 31, 2017, as updated by
Altair’s Quarterly Report on Form 10-Q for the quarters ended March
31, 2018, June 30, 2018 and September 30, 2018. Past performance is
not necessarily indicative of future results. The forward-looking
statements included in this press release represent Altair’s views
as of the date of this press release. Altair undertakes no
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events,
changes in expectations or otherwise. These forward-looking
statements should not be relied upon as representing Altair’s views
as of any date subsequent to the date of this press release.
Investor Relations –
Altair
Brian
Denyeau
ICR 248-614-2400 ext. 346 ir@altair.com
Media Relations
–Altair
Dave
Simon
Altair 248-614-2400 ext. 332 pr@altair.com
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