|
|
|
|
|
CUSIP No. 237917208
|
|
13D
|
|
Page
4
of 10 Pages
|
The following constitutes the Schedule 13D filed by the undersigned (the Schedule 13D).
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per share (the Shares), issued by Datawatch Corporation, a Delaware
corporation (the Issuer). The address of the principal executive offices of the Issuer is 4 Crosby Drive, Bedford, Massachusetts 01730.
Item 2. Identity and Background.
This statement is being filed pursuant to Rule
13d-1
under the Securities Exchange Act of 1934, as
amended (the Exchange Act), by Altair Engineering Inc., a Delaware corporation (Parent), and Dallas Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Purchaser and, together with
Parent, the Reporting Persons). The address of the principal business and the principal office of each of the Reporting Persons is 1820 East Big Beaver Road, Troy, Michigan 48083. The principal business of Parent is providing
enterprise-class engineering software enabling innovation across the entire product lifecycle from concept design to
in-service
operation. Parent transforms design and decision making by applying simulation,
machine learning, and optimization throughout product lifecycles. The principal business of Purchaser is acting as an interim entity to facilitate the acquisition of the Issuer.
The name, business address, present principal occupation or employment and citizenship of each director and executive officer (including a
director and officer who may be a controlling person) of the Reporting Persons is set forth on Schedule A.
During the last five years,
neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source or Amount of Funds or Other
Consideration.
The total amount of funds required by the Reporting Persons to purchase the 1,817,324 Shares disclosed in the Schedule
13D is approximately $24 million. The Reporting Persons will fund these payments utilizing working capital, including funds available under existing credit facilities.
The total amount of funds required by the Reporting Persons to consummate the Offer (as defined below) and purchase all of the outstanding
Shares in the Offer and provide funding in connection with the Merger (as defined below) is approximately $176 million, plus related fees and expenses. The Reporting Persons will fund these payments utilizing working capital, including funds
available under existing credit facilities.
The information set forth or incorporated by reference in Item 4 is incorporated by reference
in this Item 3.
Item 4. Purpose of Transaction.
This statement is being filed in connection with the Merger Agreement (defined below) and the Tender Agreements (defined below). On
November 5, 2018, Parent, the Issuer and Purchaser entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to which Parent has agreed to cause Purchaser to commence a cash tender offer (the Offer) to
purchase all of the outstanding Shares at a price per Share equal to $13.10 per share (the Offer Price), net to the Issuer in cash, without interest and less any applicable tax withholding. The obligations of Purchaser to, and of Parent
to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including, but
not limited to (i) at least one Share more than 50% of the Shares then outstanding being tendered into the Offer, (ii) the receipt of required approvals, waivers and consents, and (iii) other conditions set forth in Annex I to the
Merger Agreement. The consummation of the Offer is not subject to any financing condition.
As soon as practicable following the
consummation of the Offer and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Purchaser will merge with and into the Issuer (the Merger), with the Issuer surviving the Merger as a
wholly-owned subsidiary of Parent (the Surviving Corporation), in accordance with the General Corporation Law of the State of Delaware (the DGCL). The Merger will be governed by Section 251(h) of the DGCL, with no
stockholder vote required to consummate the Merger. Upon the consummation of the Merger (the Effective Time), each Share will be converted into the right to receive the Offer Price, net to the selling stockholder of the Issuer in cash,
without interest and less any applicable tax withholdings.
As an inducement to enter into the Merger Agreement, and in consideration
thereof, Parent and Purchaser entered into three Tender and Support Agreements with each of (a) WC Capital, LLC, (b) Carnegie Hill Associates, LLC and (c) Michael Morrison, Joan C. McArdle, James Eliason, Ken Tacelli, Christopher T.
Cox, Richard de J. Osborne, David C. Mahoney, Thomas H. Kelly, Donald Friedman, Randy Siedl and Colin Mahony (each a Stockholder), each dated as of November 5, 2018 (the Tender Agreements). Pursuant to the Tender
Agreements, each Stockholder has agreed to tender, and not withdraw, all Shares beneficially owned by them as of the date of the Tender Agreement or acquired by them after such date (collectively, the Subject Shares) no later than ten
(10) business days after the commencement of the Offer. None of the Reporting Persons paid any consideration to the Stockholders in connection with the execution and delivery of the Tender Agreements.