DEFA14A: Siemens to Acquire Altair Engineering in Deal Expected to Close in Second Half of 2025

Altair Engineering has entered into a definitive agreement to be acquired by Siemens Industry Software Inc., with the transaction anticipated to close in the second half of 2025 pending regulatory approvals.

Summary

• Altair Engineering has signed a definitive agreement to merge with Siemens Industry Software Inc., a division of Siemens AG.
• The deal, signed on October 30, is subject to regulatory approvals and is expected to close in the second half of 2025.
• Altair's board approved the transaction after careful deliberation.
• Siemens PLM is considered a suitable acquirer due to its strength in mechanical and electronics, its open solutions philosophy, and its presence in MCAD, ECAD, PLM, and general-purpose CFD.
• Siemens also has a strong automation business and presence in healthcare and BFSI.
• Altair brings simulation beyond general-purpose CFD, data analytics, data science, and HPC technology to the table.
• The combination is expected to create a strong force in a market where convergence is key.
• Until the deal closes, Altair will operate normally.
• A town hall meeting will be held to discuss the merger and answer questions.

Sentiment

Score: 7

Explanation: The document conveys a positive outlook regarding the acquisition, emphasizing the strategic benefits and synergies between Altair and Siemens. However, it also acknowledges potential risks and uncertainties associated with the transaction, resulting in a moderately positive sentiment score.

Positives

• The merger combines Altair's strengths in simulation, data analytics, and HPC with Siemens' scale and market reach.
• Siemens' open solutions philosophy aligns with Altair's approach.
• The acquisition provides Altair with access to Siemens' strong presence in various markets, including healthcare and BFSI.
• The deal is expected to create a strong force in a converging market.

Negatives

• The deal is subject to regulatory approvals, which could potentially delay or prevent the closing.
• There is a risk of disruption to Altair's business operations during the period before closing.
• The announcement of the transaction could have adverse effects on the market price of Altair's common stock.
• The proposed transaction 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.

Risks

• The timing to consummate the proposed transaction is uncertain.
• A condition of closing of the proposed transaction may not be satisfied.
• A required regulatory approval for the proposed transaction may not be obtained or may be obtained subject to conditions that are not anticipated.
• Management time may be diverted on transaction-related issues.
• Announcements relating to the proposed transaction could have adverse effects on the market price of Altair's common stock.
• 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.
• An event, change or other circumstance or condition could give rise to the termination of the Merger Agreement.
• 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 could affect the markets that Altair's businesses serve.
• Disruptions in the global credit and financial markets could occur.

Future Outlook

The acquisition is expected to close in the second half of 2025, pending regulatory approvals. The combined entity aims to be a strong force in the market, leveraging the strengths of both Altair and Siemens.

Management Comments

• Altair's board deliberated carefully in reaching its decision to approve this transaction.
• Siemens PLM is the perfect acquirer for Altair.
• During this period before closing, we will operate normally, and I sincerely appreciate that all of you will continue to work to keep the trains running on time.

Industry Context

The acquisition reflects a trend of consolidation in the engineering software market, where companies are seeking to offer more comprehensive solutions by combining simulation, data analytics, and product lifecycle management capabilities. Siemens' acquisition of Altair positions it to better compete with companies like Ansys and Dassault Systèmes.

Comparison to Industry Standards

• Siemens' acquisition of Altair is comparable to Ansys' acquisition of Fluent in 2019, as both deals aim to integrate simulation capabilities into broader engineering workflows.
• Dassault Systèmes' 3DEXPERIENCE platform also represents a similar strategy of offering a unified environment for design, simulation, and manufacturing.
• The success of the acquisition will depend on the ability to integrate Altair's technology and culture into Siemens' organization, similar to the challenges faced by other companies in the industry during mergers and acquisitions.

Stakeholder Impact

• Shareholders will receive consideration as part of the acquisition.
• Employees may experience changes in their roles and responsibilities as the companies integrate.
• Customers will potentially benefit from a broader range of solutions and services.
• Suppliers may need to adapt to new procurement processes and relationships.
• Creditors will be impacted by the change in ownership and financial structure.

Next Steps

• Clear regulatory compliances in several countries.
• File a proxy statement on Schedule 14A with the SEC.
• Mail the definitive proxy statement to stockholders of Altair.
• Hold a town hall meeting to discuss the merger and answer questions.

Key Dates

Keywords

acquisition, merger, Siemens, Altair, software, simulation, data analytics, HPC, regulatory approval