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 8, 2018, the
Company hosted an analyst conference call, which included communications related to expected benefits of the Offer.
The foregoing communications are
attached as Exhibit 99.1 hereto, 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 exhibit 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 from those expressed or implied by such forward-looking statements
and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements regarding the expected benefits and costs of the Offer, the Merger and the other
transactions contemplated by the Merger Agreement; the expected timing of the completion of the Offer and the Merger; the