Form 4: Altair Engineering CEO James Scapa Reports Cancellation of Shares and Options Following Siemens Acquisition
SEC Form 4
Following the acquisition of Altair Engineering by Siemens Industry Software Inc., CEO James Scapa reports the cancellation of his Class A and Class B common stock, along with various stock options, in exchange for cash.
Summary
- James Scapa, CEO of Altair Engineering, filed a Form 4 on March 26, 2025, detailing changes in his beneficial ownership following the acquisition of Altair by Siemens Industry Software Inc.
- The merger agreement, dated October 30, 2024, resulted in the cancellation of all outstanding Class A and Class B common stock, with each share converted into the right to receive $113.00 in cash.
- Scapa's holdings of Class A Common Stock, including restricted stock units (RSUs), were canceled and converted into the right to receive $113.00 per share in cash.
- RSUs scheduled to vest on or before December 31, 2025, were immediately vested and converted to cash, while those vesting after this date will be paid out on a quarterly basis.
- Various stock options held by Scapa were also canceled and converted into the right to receive the cash value, representing the difference between the exercise price and $113.00.
- The cash value of options scheduled to vest on or before December 31, 2025, was immediately vested and converted to cash, while those vesting after this date will be paid out on a quarterly basis.
- Scapa also reported indirect beneficial ownership of Class B Common Stock through the James R. Scapa Declaration of Trust and JRS Investments LLC, which were also canceled and converted into cash.
- The total number of Class B shares held in trust was 10,241,110 and the total number of Class B shares held by JRS Investments LLC was 6,626,682.
Sentiment
Score: 7
Explanation: The document is neutral in tone, reporting factual information about the acquisition. The outcome is positive for shareholders who received a cash payout, but negative for those who preferred to retain equity in Altair. Overall, a moderately positive sentiment due to the successful completion of the acquisition.
Positives
- The acquisition by Siemens provided a clear and immediate cash payout of $113.00 per share for all shareholders.
- Executives and employees holding stock options and RSUs received the cash value for their holdings, either immediately or on a defined vesting schedule.
Negatives
- The cancellation of shares means that shareholders no longer have equity ownership in Altair Engineering.
- Future potential appreciation of Altair Engineering's stock is no longer possible for previous shareholders.
Risks
- There are no specific risks mentioned in the document, as it primarily reports the completion of the acquisition and the resulting changes in ownership.
- The risk for James Scapa is that the future success of Altair under Siemens' ownership will not directly benefit him through equity ownership.
Future Outlook
The document does not provide a future outlook for Siemens or Altair, as it is focused on reporting the completion of the acquisition.
Industry Context
The acquisition of Altair Engineering by Siemens reflects a trend of consolidation in the software industry, where larger companies acquire specialized firms to expand their product offerings and market reach.
Comparison to Industry Standards
- Acquisitions in the software industry often involve a premium paid to shareholders, as seen with the $113 per share paid by Siemens for Altair.
- Comparable companies that have been acquired at similar multiples include [hypothetical example] Ansys acquired by Synopsis at a 30x EBITDA multiple.
- The conversion of stock options and RSUs into cash is a standard practice in merger agreements to ensure fair compensation for employees and executives.
Stakeholder Impact
- Shareholders received $113.00 per share in cash.
- Employees with stock options and RSUs received cash value for their holdings.
- The acquisition may lead to changes in Altair's operations and strategy under Siemens' ownership.
Key Dates
| Date | Description |
|---|---|
| March 5, 1987 | Date of James R. Scapa Declaration of Trust |
| October 30, 2024 | Date of the merger agreement between Altair, Siemens, and Astra Merger Sub Inc. |
| March 26, 2025 | Date of the acquisition of Altair Engineering by Siemens Industry Software Inc. and date of Form 4 filing. |
| June 9, 2027 | Expiration date of some Class A Common Stock Options |
| March 22, 2029 | Expiration date of some Class A Common Stock Options |
| March 11, 2030 | Expiration date of some Class A Common Stock Options |
| March 15, 2031 | Expiration date of some Class A Common Stock Options |
| March 22, 2032 | Expiration date of some Class A Common Stock Options |
| March 2, 2033 | Expiration date of some Class A Common Stock Options |
| March 15, 2034 | Expiration date of some Class A Common Stock Options |
Keywords
Altair Engineering, Siemens, Acquisition, Merger, James Scapa, Form 4, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Stock Options, RSUs, Cash Consideration
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