On January 6, 2018, Datawatch entered into a customary confidentiality, standstill and
employee
non-solicit
agreement with Party A, which had previously participated in the 2016 Process. The terms of the agreement provide that the standstill provisions terminate on execution by Datawatch of a
binding agreement with a third party other than Party A to acquire Datawatch. On January 8, 2018, representatives of Datawatch met with representatives of Party A, and the representatives of Datawatch updated Party A with respect to
Datawatchs markets, customers, products, product pipeline and employees.
On January 30, 2018, Datawatch acquired Angoss
Software Corporation (
Angoss
), a privately-held data science platform provider based in Toronto, Canada, to augment Datawatchs existing data intelligence offering with expanded data analytics capabilities.
Meetings with potential commercial partners continued subsequent to the acquisition of Angoss, with multiple calls and meetings being
conducted with various parties. In addition, Datawatch, with the assistance of GCA, continued to manage inbound interest to acquire Datawatch from both operating companies and financial sponsors and held several preliminary meetings with potentially
interested parties. In connection with those meetings, the parties executed customary confidentiality, standstill and employee
non-solicit
agreements, with the standstill provisions expiring on execution by
Datawatch of a binding agreement with a third party to acquire Datawatch.
On February 15, 2018, representatives of Party A met with
representatives of Datawatch to review Datawatchs technology in depth.
In late February 2018, Party B, which had participated in
the 2016 Process, expressed interest in potentially acquiring Datawatch, and on February 24, 2018, Datawatch entered into a customary confidentiality, standstill and employee
non-solicitation
agreement
with Party B, which agreement provided that the standstill provisions terminate on execution by Datawatch of a binding agreement with a third party other than Party B to acquire Datawatch. On February 26, 2018, representatives of Datawatch met
with representatives of Party B and presented information regarding Datawatchs markets, customers, products, product pipeline and employees.
On or about April 16, 2018, Altair was introduced to David Mahoney, the Vice Chairman of the Datawatch Board, by a representative of RBC
Capital Markets, LLC (
RBCCM
), Altairs financial advisor, resulting in an introductory call on April 18, 2018 between Mr. Mahoney and James Scapa, the Chief Executive Officer of Altair, and a further introductory
call on April 27, 2018 between Mr. Morrison and Mr. Scapa.
On April 17, 2018, at a meeting of the Datawatch Board,
the second quarter financial results of Datawatch were reviewed and Mr. Morrison provided an update on the work being done by GCA. He indicated that a number of parties had inquired about potentially acquiring Datawatch and discussed GCAs
role in those initial conversations.
On April 20, 2018, Datawatch received a preliminary
non-binding
written indication of interest from Party B to acquire Datawatch for $10.50 to $11.00 per share in cash, to be financed in part by bank debt arranged by the financial advisor to Party B. In
that indication of interest, Party B requested a
30-day
period during which Datawatch would negotiate exclusively with Party B.
On April 24, 2018, a meeting of the Datawatch Board was held to discuss the indication of interest from Party B and the status of the
work being done by GCA. During this meeting, the Datawatch Board received advice from its outside legal counsel, Choate, Hall & Stewart LLP (
Choate
), regarding the Datawatch Boards fiduciary duties in the context of
exploring strategic alternatives, including a potential sale of Datawatch and potential responses to an unsolicited indication of interest. GCA reviewed with the Datawatch Board the indication of interest from Party B, including the apparent need
for financing, the sufficiency of the proposed purchase price range, potential responses and whether it was an appropriate time to be considering an acquisition proposal. The consensus of the Datawatch Board was that the April 20th indication of
interest from Party B was not sufficiently compelling to pursue, and that Datawatch should instead review further the prospects and risks of remaining independent.
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