The
pre-commencement
communication filed under cover of this Tender
Offer Statement on Schedule TO is being filed by Altair Engineering Inc., a company organized under the laws of Delaware (the Company), and Dallas Merger Sub, Inc. (Purchaser), a Delaware corporation and a wholly-owned
subsidiary of the Company, pursuant to General Instruction D to Schedule TO related to a planned tender offer by Purchaser (the Offer) for all of the issued and outstanding shares of common stock, par value $0.01 per share (the
Shares), of Datawatch Corporation, a Delaware corporation (Datawatch). The planned tender offer will be made pursuant to an Agreement and Plan of Merger, dated as of November 5, 2018, by and among Purchaser, the Company
and Datawatch, providing for the Offer and the merger (the Merger) of Purchaser with and into Datawatch.
On November 5, 2018, the
Company issued the following public communications in connection with its announcement of the execution of the Merger Agreement: (i) an analyst conference call hosted by the Company and (ii) an email sent by James Scapa, CEO of the Company, to
Company employees.
The foregoing communications are attached as Exhibits 99.1 and 99.2 hereto, respectively, each of which is incorporated herein by
reference.
Notice to Investors/Important Additional Information will be Filed with the SEC
The Offer has not yet commenced. This report and the attached exhibits are for informational purposes only and are neither an offer to purchase nor a
solicitation of an offer to sell any securities of Datawatch nor are they a substitute for the tender offer materials that the Company will file with the SEC. The solicitation and the offer to purchase the Shares will only be made pursuant to a
tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that the Company intends to file with the SEC. Thereafter, Datawatch will file with the SEC a Solicitation/Recommendation
Statement on Schedule
14D-9
with respect to the Offer. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. DATAWATCHS STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY
DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. Once filed, investors will be able to obtain the tender offer statement on
Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Datawatch on Schedule
14D-9
and related materials with respect to the tender offer and the merger, free of charge at the website
of the SEC at www.sec.gov or from the information agent named in the tender offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by the Company under the Investor Relations section of
the Companys website at www.altair.com. Copies of the documents filed with or furnished to the SEC by Datawatch will be available at no charge under the Investor Relations section of Datawatchs website at www.datawatch.com.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, the Company and Datawatch file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by the Company or Datawatch at the SEC
public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for further
information on the public reference room. The Companys and Datawatchs filings with the SEC are also available to the public from commercial document-retrieval services and at the SECs website at www.sec.gov.
Forward Looking Statements
Certain statements
either contained in or incorporated by reference into this document are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties
and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of the Company and its consolidated subsidiaries could differ materially