Form 4: Altair Engineering Inc. Chief People Officer Saravia Gilma Disposes of Shares and Options Following Merger with Siemens

Sentiment:

SEC Form 4


Following the merger of Altair Engineering Inc. with Siemens Industry Software Inc., Chief People Officer Gilma Saravia reports the disposal of shares and options, converting them into cash rights as per the merger agreement.

Summary

  • On March 26, 2025, Altair Engineering Inc. was acquired by Siemens Industry Software Inc. following a merger agreement.
  • Gilma Saravia, Chief People Officer, reported the disposal of Class A Common Stock and various stock options as a result of the merger.
  • Each share of Class A Common Stock was converted into the right to receive $113.00 in cash.
  • Restricted Stock Units (RSUs) scheduled to vest on or before December 31, 2025, were vested, canceled, and converted into the right to receive $113.00 in cash.
  • RSUs scheduled to vest after January 1, 2026, were canceled and converted into the right to receive $113.00 in cash, payable on the last day of the calendar quarter preceding the original vesting date.
  • Outstanding stock options were canceled and converted into the right to receive the cash value of the option, based on the difference between the exercise price and $113.00.
  • The cash value of options scheduled to vest on or before December 31, 2025, was paid out.
  • The cash value of options scheduled to vest after January 1, 2026, will be paid on the last day of the calendar quarter preceding the original vesting date.

Sentiment

Score: 7

Explanation: The document is a standard SEC filing related to a merger. While it doesn't convey explicit positive or negative sentiment, the completion of the merger and the clarity of the cash conversion process are generally viewed favorably. The score reflects a neutral to slightly positive outlook due to the resolution of the transaction.

Future Outlook

The document does not contain any specific forward-looking statements beyond the completion of the merger and the associated cash payments for shares, RSUs, and options.

Industry Context

This announcement reflects the completion of a merger transaction, a common occurrence in the technology industry as companies seek to expand their capabilities and market reach. The acquisition by Siemens indicates a strategic move to integrate Altair's expertise into Siemens' existing portfolio.

Comparison to Industry Standards

  • Merger and acquisition (M&A) transactions in the software industry often involve similar conversions of equity into cash, reflecting standard practices for compensating shareholders and employees with equity-based compensation.
  • The $113 per share cash consideration is a key metric that would be compared to precedent transactions in the software sector to assess the fairness of the deal.
  • Comparable companies that have been acquired in similar deals include Mentor Graphics (acquired by Siemens), which also involved the conversion of stock options and RSUs into cash.
  • The treatment of unvested equity awards (RSUs and options) is consistent with industry norms, where accelerated vesting or cash-out provisions are common in M&A scenarios.

Stakeholder Impact

  • Shareholders received $113.00 in cash for each share of Class A Common Stock.
  • Employees with RSUs and stock options will receive cash payments based on the merger agreement and vesting schedules.

Next Steps

  • Payment of cash consideration for shares, RSUs, and options to the reporting person.
  • Continued administration of deferred cash payments for RSUs and options based on original vesting schedules.

Key Dates

DateDescription
October 30, 2024Date of the merger agreement between Altair, Siemens, and Astra Merger Sub Inc.
March 26, 2025Date of the acquisition of Altair Engineering Inc. by Siemens Industry Software Inc.
March 26, 2025Date of the reported transaction (disposal of shares and options).
December 31, 2025Date used as a cutoff for immediate vesting and cash conversion of RSUs and options.
January 1, 2026Date used as a cutoff for deferred cash payments for RSUs and options.
June 02, 2030Expiration date of one of the Class A Common Stock Option grants.
December 02, 2030Expiration date of one of the Class A Common Stock Option grants.
March 15, 2031Expiration date of one of the Class A Common Stock Option grants.
February 15, 2032Expiration date of one of the Class A Common Stock Option grants.
December 15, 2032Expiration date of one of the Class A Common Stock Option grants.
March 02, 2033Expiration date of one of the Class A Common Stock Option grants.
March 15, 2034Expiration date of one of the Class A Common Stock Option grants.

Keywords

Merger, Acquisition, Siemens, Altair Engineering, Form 4, Saravia Gilma, Stock Options, RSUs, Cash Conversion, Beneficial Ownership

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