DEFA14A: Siemens to Acquire Altair Engineering in Definitive Agreement

Altair Engineering has entered into a definitive agreement to be acquired by Siemens, promising customers enhanced access to innovative technology.

Summary

• Altair Engineering Inc. has agreed to be acquired by Siemens Industry Software Inc.
• The announcement was made in a letter to Altair customers from COO Stephanie Buckner on November 4, 2024.
• The acquisition aims to provide customers with better technical solutions and access to innovative technology.
• Altair assures customers that there will be no change in service and support during the transition.
• Until the acquisition is complete, Altair will continue to operate independently.
• Investors and security holders are urged to read the proxy statement and other documents filed with the SEC for important information.
• The communication contains forward-looking statements subject to risks and uncertainties.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the anticipated benefits of the acquisition for customers and the combined company, but tempered by the inherent risks and uncertainties associated with such transactions.

Positives

• The acquisition by Siemens is expected to provide customers with unparalleled access to innovative technology and tools.
• Altair will remain focused on delivering innovative solutions and exceptional support.
• The company assures customers that there will be no change in the excellent service and support they have come to expect.
• Until the acquisition is complete, Altair will continue to operate independently and prioritize customer needs.

Negatives

• The announcement of 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.
• Potential litigation relating to the merger could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto.

Risks

• The timing to consummate the proposed transaction is uncertain.
• A condition of closing of the proposed transaction may not be satisfied, or the closing might not occur.
• Required regulatory approval for the proposed transaction may not be obtained or may be subject to unanticipated conditions.
• Management time may be diverted to transaction-related issues.
• Announcements relating to the proposed transaction could adversely affect the market price of Altair's common stock.
• The proposed transaction could negatively impact Altair's ability to retain customers, key personnel, and supplier relationships.
• Unexpected costs, charges, or expenses may 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, including the effects of any outcomes related thereto.
• Worldwide economic or political changes that affect the markets that Altair's businesses serve which 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.

Future Outlook

The document contains forward-looking statements regarding the proposed transaction, including its expected timing and closing, the expected benefits, and expectations for Altair prior to and following the closing. These statements are subject to risks and uncertainties.

Management Comments

• Stephanie Buckner, COO of Altair, stated that the combination with Siemens will lead to the best possible technical solutions in the world.
• Buckner assured customers that Altair will remain focused on delivering innovative solutions and exceptional support.
• Buckner emphasized that there will be no change in the excellent service and support customers have come to expect.

Industry Context

The acquisition of Altair by Siemens reflects a trend of consolidation in the engineering software industry, where larger players are acquiring specialized firms to broaden their product offerings and customer base. This move allows Siemens to strengthen its position in simulation and design software, competing with companies like Ansys and Dassault Systèmes.

Comparison to Industry Standards

• The acquisition of Altair by Siemens is similar to other major deals in the engineering software space, such as Ansys' acquisition of Fluent and Dassault Systèmes' acquisition of various CAD/CAM software companies.
• These acquisitions aim to create comprehensive solutions for customers, integrating simulation, design, and manufacturing capabilities.
• The success of the acquisition will depend on how well Siemens integrates Altair's technology and talent, and how effectively it leverages the combined product portfolio to address customer needs.

Stakeholder Impact

• Shareholders may benefit from the acquisition through the value received for their shares.
• Employees may experience changes in their roles and responsibilities as the companies integrate.
• Customers are expected to benefit from enhanced technology and solutions.
• Suppliers may need to adjust to new procurement processes and relationships.
• Creditors may be affected by changes in the financial structure of the combined company.

Next Steps

• Altair will file a proxy statement on Schedule 14A with the SEC.
• Stockholders of Altair will vote on the proposed transaction.
• Regulatory approvals will be sought.
• The acquisition will be completed upon satisfaction of closing conditions.

Key Dates

Keywords

acquisition, Siemens, Altair Engineering, merger, proxy statement, SEC, transaction