M&A - Altair Engineering Inc.

Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000119312525066329

Filing Summary: On March 26, 2025, Altair Engineering Inc. completed a merger with Siemens Industry Software Inc., with Altair becoming a wholly owned subsidiary of Siemens. The merger followed an agreement and plan entered into on October 30, 2024. As part of the transaction, all outstanding shares of Altair’s Class A and B Common stock were converted into cash payments of $113.00 per share. This represented a significant equity consideration totaling approximately $9.7 billion. The merger also triggered a change in control at Altair, along with the termination of existing credit agreements and commitments. The company’s stock will no longer be traded on Nasdaq, with a request made for deregistration under federal securities law effective after the Form 25 is filed. Additionally, it was noted that the merger was a Share Exchange Event under the terms of outstanding convertible senior notes, leading to changes in the rights of security holders.

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Form Type: 8-K

Filing Date: 2025-01-22

Corporate Action: Merger

Type: New

Accession Number: 000119312525010386

Filing Summary: On January 22, 2025, Altair Engineering Inc. held a special meeting of stockholders to vote on proposals related to the merger agreement with Siemens Industry Software Inc. and Astra Merger Sub Inc. The merger will result in Merger Sub merging with Altair, making Altair a wholly owned subsidiary of Siemens, thus ceasing to be publicly held. The stockholders voted on two main proposals: the adoption of the Merger Agreement and the approval of compensation for named executive officers related to the merger. Both proposals were approved by a significant majority, with over 307 million votes for the merger agreement and approximately 305 million for the compensation proposal. Following the merger, Altair's securities will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934. A press release regarding the meeting results was also issued on the same date.

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Form Type: 8-K

Filing Date: 2025-01-16

Corporate Action: Merger

Type: Update

Accession Number: 000119312525007735

Filing Summary: On January 16, 2025, Altair Engineering Inc. reported on its scheduled Special Meeting for stockholders related to the proposed merger with Siemens Industry Software Inc. through an Agreement and Plan of Merger dated October 30, 2024. The Special Meeting is set for January 22, 2025. Altair also disclosed ongoing litigation related to the merger, including several lawsuits citing incomplete information in the Proxy Statement filed on December 18, 2024. The lawsuits allege misrepresentations and omissions under various state laws and are seeking to prevent the merger's vote. Additionally, multiple demand letters have been sent to Altair claiming deficiencies in the disclosed information, threatening further legal action if not addressed. Despite these challenges, Altair asserts that the allegations are without merit and has opted to supplement the Proxy Statement voluntarily to mitigate unmeritorious claims and provide clarity to stockholders on the merger details. The document further outlines critical financial analyses and opinions from Citi and J.P. Morgan regarding the merger with emphasis on estimated equity values, expected outcomes of the merger, and referenced analyst price targets.

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Form Type: DEFA14A

Filing Date: 2025-01-16

Corporate Action: Merger

Type: Update

Accession Number: 000119312525007737

Filing Summary: Altair Engineering Inc. announced that it filed a definitive proxy statement with the SEC regarding a special meeting for stockholders to discuss and vote on a proposed merger with Siemens Industry Software Inc. under a Merger Agreement dated October 30, 2024. The special meeting is scheduled for January 22, 2025. Several lawsuits have been filed by purported stockholders claiming the proxy statement is incomplete, alleging misrepresentations and omissions, and seeking to enjoin the merger vote. The proxy statement and subsequent supplemental disclosures clarify and address various information regarding the merger and the litigation. The company maintains the lawsuits' claims are without merit, but continues to provide additional information to mitigate potential risks associated with the litigation. The merger consideration is set at $113.00 per share.

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Form Type: DEFM14A

Filing Date: 2024-12-18

Corporate Action: Merger

Type: New

Accession Number: 000119312524281324

Filing Summary: Altair Engineering Inc. has announced a proposed merger with Siemens Industry Software Inc. The merger agreement, signed on October 30, 2024, outlines that Siemens Industry will acquire Altair, with Altair becoming a wholly owned subsidiary of Siemens Industry. The boards of directors for both companies have approved the merger. Upon the merger's effective time, Altair stockholders will receive $113.00 in cash for each share of Class A and Class B Common Stock held, representing significant premiums over prior stock prices. The document provides details on the implications for stockholders and mentions the opportunity to exercise appraisal rights under Delaware law.

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