This Amendment No. 3 (this
Amendment
) to Schedule
14D-9
amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9
(as amended or supplemented from time to time, the
Schedule
14D-9
), initially filed by Datawatch Corporation, a Delaware corporation (
Datawatch
), with the Securities and Exchange Commission (the
SEC
) on November 14, 2018,
relating to the tender offer by Dallas Merger Sub, Inc., a Delaware corporation (
Purchaser
) and a wholly-owned subsidiary of Altair Engineering Inc., a Delaware corporation (
Altair
), to purchase all of the
outstanding shares of Datawatchs Common Stock (the
Shares
) at a purchase price of $13.10 per Share, net to the seller in cash, without interest and subject to any required withholding taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 14, 2018 (as it may be amended or supplemented from time to time, the
Offer to Purchase
), and the related Letter of Transmittal (as it may be amended or
supplemented from time to time, the
Letter of Transmittal
and, together with the Offer to Purchase, the
Offer
).
Except as otherwise set forth below, the information set forth in the Schedule
14D-9
remains unchanged
and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein have the meanings assigned to such terms in the Schedule
14D-9.
This Amendment is
being filed to reflect certain updates as reflected below.
ITEM 8.
|
ADDITIONAL INFORMATION
|
Item 8 of the Schedule
14D-9
is hereby amended and supplemented by inserting the disclosure set forth
below after the paragraph in the subsection titled
Certain Litigation
:
On November 30, 2018, a lawsuit was
filed against Datawatch and the members of the Datawatch Board in the United States District Court for the District of Delaware (Wilmington), captioned
Walker v. Datawatch Corporation, et al
. (Docket No.
1:18-cv-01896-UNA)
(the
November
30 Complaint
). The November 30 Complaint alleges, among other things, that Datawatch and
certain members of the Datawatch Board violated Section 14 of the Exchange Act by issuing a Schedule
14D-9
that was materially misleading and omitted material facts related to the proposed transactions
with Altair. The November 30 Complaint also alleges that certain members of the Datawatch Board violated Section 20(a) of the Exchange Act, as controlling persons who had the ability to prevent the Schedule
14D-9
from being materially false and misleading. The November 30 Complaint seeks, among other things, an injunction against the consummation of the proposed transactions with Altair, rescission or an
award of rescissionary damages in the event such transactions are consummated, and an award of costs for the action, including reasonable attorneys and experts fees. Datawatch believes that the allegations and claims asserted in the
November 30 Complaint are without merit and intends to vigorously defend against the action. A negative outcome in the action could adversely affect Datawatch if it results in preliminary or permanent injunctive relief.
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