This Amendment No. 3 (Amendment No. 3) amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission (the SEC) on November 14, 2018 (together with any subsequent amendments and supplements thereto, the Schedule TO) by Dallas Merger Sub, Inc., a
Delaware corporation (Purchaser) and a wholly owned subsidiary of Altair Engineering Inc., a Delaware corporation (Altair). The Schedule TO relates to the offer by Purchaser to purchase all of the shares of common stock, par
value $0.01 per share (the Shares), of Datawatch Corporation, a Delaware corporation (the Company), that are issued and outstanding at a price of $13.10 per Share, net to the seller in cash, without interest and less any
applicable 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), a copy of which
is attached to the Schedule TO as Exhibit (a)(1)(i), and in 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), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(ii). This Schedule TO is being filed on behalf of Altair and Purchaser. Unless otherwise indicated, references to sections in this Schedule TO are references to
sections of the Offer to Purchase.
The information set forth in the Offer to Purchase and the accompanying Letter of Transmittal, including all schedules
thereto, is hereby incorporated by reference in answers to Items 1 through 9 and Item 11 of the Schedule TO, and is supplemented by the information specifically provided herein.
This Amendment No. 3 is being filed to amend and supplement Item 11 of the Schedule TO as reflected below.
Item 11.
Additional Information
.
Section 17Certain Legal Matters; Regulatory Approvals of the Offer to Purchase is hereby amended and supplemented by adding the
following text as new paragraphs at the end of the section under the
sub-heading
Litigation under Section 17.
On November 30, 2018, a lawsuit was filed against Datawatch and the members of Datawatchs board of directors 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 generally alleges, among other things, that Datawatch and certain members of Datawatchs board of directors 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 Datawatchs board of
directors 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 has advised us and Altair that it believes that the allegations and claims
asserted with respect to Datawatch and the members of its board of directors are without merit.
If additional similar complaints are filed, absent new or
different allegations that are material, we and Altair will not necessarily announce such additional filings.
Item 12.
Exhibits
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Exhibit No.
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Description
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(a)(1)(i)
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Offer to Purchase, dated November 14, 2018.*
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(a)(1)(ii)
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Form of Letter of Transmittal (including Form
W-9).*
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(a)(1)(iii)
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Form of Notice of Guaranteed Delivery.*
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(a)(1)(iv)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(v)
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(vi)
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Summary Advertisement, published November 14, 2018 in the
New York Times
.*
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(a)(1)(vii)
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Joint Press Release by Altair and Datawatch, dated November 5, 2018 (incorporated by reference to Exhibit 99.1 to Current Report on Form
8-K
filed by Altair on November 5,
2018).*
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