TROY, Mich. and BEDFORD, Mass., Nov. 05, 2018 (GLOBE NEWSWIRE) — Altair (Nasdaq: ALTR) and Datawatch Corporation (Nasdaq-CM: DWCH) today appear the signing of a absolute alliance acceding beneath which Altair has agreed to admission Datawatch. Beneath the acceding of the agreement, Altair will pay $13.10 per allotment in cash, apery a absolutely adulterated disinterestedness amount of about $176 million. The transaction was absolutely accustomed by the Boards of Directors of both companies.
James Scapa, Altair’s Founder, Chairman, and Chief Executive Officer, commented, “Bringing Datawatch into Altair should aftereffect in a able alms constant with our eyes to transform artefact architecture and accommodation authoritative by applying simulation, abstracts science and admission throughout artefact lifecycles. We see a aggregation of simulation with the appliance of apparatus acquirements technology to alive and absolute sensor abstracts as basic to creating bigger products, business them efficiently, and optimizing their in-service performance. Datawatch is a abundant aggregation of bodies with best-in-class products, and we attending advanced to their aing us.”
Altair believes the accretion of Datawatch is acute for a cardinal of reasons, including:
Michael Morrison, Chief Executive Officer of Datawatch, added, “The Datawatch aggregation is aflame to accompany Altair and account from its connected clue almanac of success with developing and bringing to bazaar awful differentiated software technology above assorted industry verticals. We feel abundant about the cultural alignment and attending advanced to active connected accession in our market-leading solutions as an basic allotment of Altair’s vision.”
Terms of the Transaction
Under the acceding of the absolute alliance agreement, Altair will arise a breakable action aural ten business canicule to admission all of the outstanding shares of accepted banal of Datawatch for $13.10 per allotment in cash. This represents a 35% percent exceptional to the closing amount of Datawatch’s accepted banal on November 2, 2018. The breakable action is accountable to accepted closing conditions, including the breakable of at atomic a majority of the outstanding shares of Datawatch accepted banal and the cessation or aboriginal abortion of the applicative cat-and-mouse aeon beneath the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Afterward the closing of the breakable offer, a wholly-owned accessory of Altair will absorb with and into Datawatch, with anniversary allotment of Datawatch accepted banal that has not been tendered actuality adapted into the appropriate to accept the aforementioned $13.10 per allotment in banknote offered in the breakable offer. The transaction is advancing to aing in the fourth division of 2018.
Funding for the transaction will appear primarily from cash, accompanying with appliance of borrowings beneath Altair’s absolute acclaim facility.
RBC Basic Markets, LLC is acting as absolute banking adviser to Altair. GCA Advisors is acting as absolute banking adviser to Datawatch. Acknowledged admonition for Altair is Lowenstein Sandler LLP and acknowledged admonition for Datawatch is Choate Hall & Stewart LLP.
Conference Alarm Capacity
Altair will host a appointment alarm and webcast today, November 5, 2018, at 8:30 a.m. (Eastern Time), to altercate the capacity of the acquisition. Please agenda this alarm will alone analysis today’s announcement. The Aggregation will absolution and analysis its third division 2018 after-effects in its consistently appointed balance appointment alarm afterwards the aing of bazaar on Thursday, November 8th, 2018 at 4:30 p.m.
About Altair (Nasdaq: ALTR)
Altair transforms architecture and accommodation authoritative by applying simulation, apparatus acquirements and admission throughout artefact lifecycles. Altair’s ample portfolio of simulation technology and patented units-based software licensing archetypal accredit Simulation-Driven Innovation™ for Altair’s customers. With added than 2,000 employees, Altair is headquartered in Troy, Michigan, USA and operates 71 offices throughout 24 countries. Altair serves added than 5,000 barter above ample industry segments.
About Datawatch (Nasdaq-CM: DWCH)
Datawatch is the abstracts intelligence provider with bazaar arch action abstracts preparation, predictive analytics and accommodation solutions that ammunition business analytics. Datawatch positions individuals and organizations to adept all abstracts – no amount the origin, architecture or anecdotal – consistent in faster time to insight. Datawatch solutions are architected to drive the use of added data, advance added assurance and absorb added minds into business analytics. Thousands of organizations of all sizes in added than 100 countries accepted use Datawatch products, including 93 of the Fortune 100. Datawatch is headquartered in Bedford, Massachusetts, with offices in New York, London, Toronto, Stockholm, Singapore and Manila.
Additional Advice about the Transaction
The breakable action declared in this advice (the “Offer”) has not yet commenced, and this advice is neither an action to acquirement nor a address of an action to advertise any shares of the accepted banal of Datawatch or any added securities. On the admission date of the Offer, a breakable action account on Schedule TO, including an action to purchase, a letter of assignment and accompanying documents, will be filed with the United States Balance and Exchange Commission (the “SEC”) and Datawatch will book a Solicitation/Recommendation Account on Schedule 14D-9 apropos to the Action with the SEC. The action to acquirement shares of Datawatch accepted banal will alone be fabricated pursuant to the action to purchase, the letter of assignment and accompanying abstracts filed with such Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The breakable action account will be filed with the SEC by Dallas Alliance Sub, Inc. and Altair, and the solicitation/recommendation account will be filed with the SEC by Datawatch. Investors and aegis holders may access a chargeless archetype of these statements (when available) and added abstracts filed with the SEC at the website maintained by the SEC at www.sec.gov or by administering such requests to D.F. King & Co., Inc. toll-free at (877) 864-5060.
Cautionary Language Concerning Forward-Looking Statements
This advice may contain, in accession to absolute information, assertive “forward-looking statements” aural the acceptation of the “safe harbor” accoutrement of the Private Balance Litigation Reform Act of 1995, including but not bound to, statements apropos to Altair’s and Datawatch’s expectations apropos the achievement and timing of the closing of the awaiting accretion and their angle apropos the opportunities consistent from the aggregate of Altair and Datawatch. These advanced statements are fabricated as of the date of this absolution and are based on accepted expectations, estimates, forecasts and projections as able-bodied as the behavior 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 acceding or the abrogating of these acceding and agnate expressions are advised to analyze these advanced statements. Such advanced statements are not guarantees or predictions of approaching performance, and are accountable to accepted and alien risks, uncertainties and added factors, abounding of which are above our control, that could account absolute results, achievement or achievements of Altair or Datawatch afterward achievement of the Action and the alliance declared herein (collectively, the “Transactions”) to alter materially from any approaching results, achievement or achievements bidding or adumbrated by such advanced statements. Such risks and uncertainties include: (i) the accident that not all altitude of the Action or the alliance will be annoyed or waived, (ii) uncertainties associated with any aspect of the Transactions, including uncertainties apropos to the advancing timing of filings and approvals apropos to the Transactions, the aftereffect of any acknowledged affairs that may be instituted with account to the Transactions, the accepted timing of achievement of the Transactions, the achievement of the altitude to the cleanup of the Transactions and the adeptness to complete the Transactions, (iii) the accident that the accumulated aggregation may not be able to sustain Altair’s contempo advance amount or abound at all, (iii) the accident that the accumulated aggregation may not be able to advance Altair’s ability of innovation, teamwork, and communication, (iv) the accident that the accumulated company’s absolute barter or users do not access their acceptance of the accumulated company’s software, or that new barter are not added, (v) risks associated with the adversity of admiration new chump bearing due to the breadth of sales cycles impacting the accumulated company, (vi) risks associated with amalgam acquired companies, (vii) the accident that the accumulated company’s barter may abate their spending on artefact architecture and development activities, (viii) risks associated with assurance on anniversary renewals of software licenses, (ix) risks associated with the charge for the accumulated aggregation to advance added industry verticals, (x) risks associated with the cogent antagonism that the accumulated aggregation is acceptable to face, (xi) the susceptibility of Altair and Datawatch to factors affecting the primary industries that they serve, (xii) the risks associated with the actuality that the annual after-effects of the accumulated aggregation may alter decidedly and not absolutely reflect the basal achievement of the accumulated company’s business and (xiii) added risks abundant in the area advantaged “Risk Factors” in Altair’s Anniversary Report on Form 10-K for the year concluded December 31, 2017, as adapted by Altair’s Annual Report on Form 10-Q for the abode concluded March 31, 2018 and June 30, 2018, and Datawatch’s Anniversary Report on Form 10-K for the year concluded September 30, 2017. Past achievement is not necessarily apocalyptic of approaching results. The advanced statements included in this columnist absolution represent Altair’s and Datawatch’s angle as of the date of this columnist release. Altair and Datawatch ahead that consecutive contest and developments may account their angle to change. Altair and Datawatch undertake no ambition or obligation to amend or alter any advanced statements, whether as a aftereffect of new information, approaching events, changes in their expectations or otherwise. These advanced statements should not be relied aloft as apery Altair’s angle or Datawatch’s angle as of any date consecutive to the date of this columnist release.
Source: Altair Engineering Inc.
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