DEFA14A: Altair Engineering to be Acquired by Siemens in Landmark Deal

Altair Engineering Inc. announces a definitive merger agreement with Siemens Industry Software Inc., pending regulatory approvals and customary closing conditions.

Summary

• Altair Engineering Inc. has entered into a merger agreement with Siemens Industry Software Inc.
• The proposed transaction is subject to customary closing conditions, including regulatory approvals.
• The communication contains forward-looking statements regarding the proposed transaction and its expected benefits.
• Investors are cautioned against relying on these forward-looking statements due to inherent risks and uncertainties.
• Altair will file a proxy statement with the SEC, which investors are urged to read carefully.
• The communication is for informational purposes only and does not constitute an offer to buy or sell securities.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While the announcement of a merger is generally positive, the document contains numerous cautionary statements regarding risks and uncertainties.

Positives

• The acquisition by Siemens could provide Altair with greater resources and market reach.
• The merger could lead to synergies and enhanced product offerings.

Negatives

• The transaction is subject to regulatory approvals, which may not be obtained or may be obtained with conditions.
• The merger agreement could be terminated under certain circumstances, potentially requiring Altair to pay a termination fee.
• The announcement of the proposed transaction could have adverse effects on the market price of Altair's common stock.

Risks

• The timing to consummate the proposed transaction is uncertain.
• A condition of closing of the proposed transaction may not be satisfied.
• A regulatory approval that may be required for the proposed transaction may not be obtained or may be obtained subject to conditions that are not anticipated.
• The diversion of management time on transaction-related issues could impact ongoing business operations.
• The proposed transaction and its announcement could have an adverse effect on the ability of Altair to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers.
• Competing offers could be made.
• Unexpected costs, charges or expenses could result from the merger.
• Potential litigation relating to the merger could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers.
• Worldwide economic or political changes that affect the markets that Altair's businesses serve could have an effect on demand for Altair's products and impact Altair's profitability.
• Disruptions in the global credit and financial markets, including diminished liquidity and credit availability, changes in international trade agreements, including tariffs and trade restrictions, cyber-security vulnerabilities, foreign currency volatility, swings in consumer confidence and spending, raw material pricing and supply issues, retention of key employees, increases in fuel prices, and outcomes of legal proceedings, claims and investigations could impact the transaction.

Future Outlook

The document focuses on the proposed transaction and its potential benefits, but also highlights the risks and uncertainties associated with forward-looking statements. The future outlook depends on the successful completion of the merger and the integration of Altair into Siemens.

Management Comments

• The communication includes information posted on LinkedIn by James Scapa, Founder, Chairman and CEO of Altair Engineering Inc.

Industry Context

The acquisition of Altair by Siemens reflects a trend of consolidation in the engineering software industry, where larger companies are acquiring specialized players to expand their product portfolios and market reach. This move allows Siemens to strengthen its position in simulation and design software.

Comparison to Industry Standards

• Siemens' acquisition of Altair is similar to other major acquisitions in the software industry, such as Autodesk's acquisition of Moldflow, which enhanced their simulation capabilities.
• The success of this merger will depend on how well Siemens integrates Altair's technology and talent, similar to how Dassault Systèmes integrated SolidWorks, maintaining its market position while leveraging the parent company's resources.
• Compared to Ansys, which remains independent, Altair will now operate under Siemens' umbrella, potentially benefiting from Siemens' extensive customer base and resources, but also facing the challenges of integrating into a larger corporate structure.

Stakeholder Impact

• Shareholders will be impacted by the proposed transaction.
• Employees may be affected by the integration of Altair into Siemens.
• Customers could benefit from enhanced product offerings and services.
• Suppliers may experience changes in their relationships with Altair.

Next Steps

• Altair will file a proxy statement on Schedule 14A with the SEC.
• Investors and security holders are urged to read the proxy statement carefully.
• The transaction is subject to regulatory approvals and customary closing conditions.

Key Dates

Keywords

merger, acquisition, Siemens, Altair, transaction, proxy statement, regulatory approval