This Amendment No. 2 (“Amendment No. 2”) 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. 2 is being filed to amend and supplement Item 11 of the Schedule TO as reflected below.
Item 11.
Additional Information
.
Section 15—“Conditions to the Offer” of the Offer to Purchase is hereby amended and supplemented by adding the following text as a new
paragraph at the end of such Section 15.
The Regulatory Condition has been satisfied by the early termination of the HSR Act waiting period,
effective November 27, 2018.
Section 17—“Certain 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 26, 2018, a putative class action lawsuit was filed against Datawatch and the members of Datawatch’s board of directors (other than
Mr. Mahony) in the United States District Court for the Southern District of New York, captioned Robert Stier v. Datawatch Corporation, et al. (C.A. No.
1:18-cv-11013)
(the “November 26 Complaint”). The November 26 Complaint generally alleges, among other things, that Datawatch and certain members of
Datawatch’s board of directors violated Section 14 of the Exchange Act by issuing a Schedule
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that was materially misleading and omitted material facts related to the proposed transactions with
Altair. The November 26 Complaint also alleges that certain members of Datawatch’s board of directors violated Section 20(a) of the Exchange Act, as controlling persons who had the ability to prevent the Schedule
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from being materially false and misleading. The November 26 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 actions, 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.
Section 17—“Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is
further amended and supplemented by adding the following text as new paragraphs at the end of the section under the
sub-heading
“Antitrust Compliance” under Section 17.
The request for early termination of the waiting period was granted effective 9:54 a.m., Boston time, on November 27, 2018. Accordingly, the Regulatory
Condition has been satisfied. Except as set forth in this Schedule TO, the Offer continues to be subject to the remaining conditions set forth in the Offer to Purchase.
Even though the requisite waiting period under the HSR Act has been terminated, at any time before or after our acceptance for payment of Shares pursuant to
the Offer, if the FTC or Antitrust Division believes that the Offer would violate the U.S. federal antitrust laws by substantially lessening competition in any line of commerce affecting U.S. consumers, the FTC or Antitrust