This Amendment No. 4 (Amendment No. 4) 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 (Datawatch), 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.
Items 1 through 9; Item 11.
The Offer
to Purchase and Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented as follows:
At 12:00 midnight, Boston time, on
December 12, 2018 (one minute after 11:59 P.M., Boston time, on December 12, 2018), the Offer expired as scheduled and was not extended. Purchaser was advised by the depository of the Offer that, as of the expiration of the Offer, a total
of 8,954,113 Shares (excluding Shares with respect to which notices of guaranteed delivery were delivered) were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 70% of the outstanding Shares as of the
expiration of the Offer. In addition, the depository advised that notices of guaranteed delivery have been delivered with respect to 2,162,329 additional Shares, representing approximately 17% of the outstanding Shares as of the expiration of the
Offer.
The number of Shares tendered pursuant to the Offer satisfied the minimum tender condition to the Offer. All conditions to the Offer having been
satisfied, Purchaser irrevocably accepted for payment, and expects to promptly pay for, all Shares validly tendered and not validly withdrawn pursuant to the Offer.
Following the consummation of the Offer, Altair and Purchaser intend to complete the acquisition of Datawatch through the merger of Purchaser with and into
Datawatch, with Datawatch surviving as a wholly owned subsidiary of Altair (the Merger). The Merger will be governed by Section 251(h) of the Delaware General Corporation Law, with no stockholder vote required to consummate the
Merger. At the effective time of the Merger (the Effective Time), any Shares not purchased pursuant to the Offer (other than Shares (i) owned by Datawatchs stockholders who properly demanded appraisal in connection with the
Merger as described in Section 17 Certain Legal Matters; Regulatory ApprovalsAppraisal Rights of the Offer to Purchase, (ii) then owned by Datawatch or owned both at the commencement of the Offer and at the
Effective Time by any wholly owned subsidiary of Datawatch and (iii) irrevocably accepted for purchase in the Offer or owned both at the commencement of the Offer and at the Effective Time by Purchaser, Altair or any other wholly owned
subsidiary of Altair) will be cancelled and converted into the right to receive the Offer Price, without interest and less any applicable withholding taxes.
Following the Merger, the Shares will be delisted and will cease to trade on NASDAQ.
On December 13, 2018, Altair issued a press release announcing the expiration and results of the Offer. A copy of the press release is attached as
Exhibit (a)(5)(i) to the Schedule TO and is incorporated herein by reference.
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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