November 07, 2024 | Technology | North America | Active
On 31-Oct-24, German engineering giant Siemens entered into a definitive agreement to acquire Altair Engineering for $10.6bn. Under the terms of the deal, Altair shareholders will receive $113 per share in cash, representing a premium of 18.7% over Altair’s undisturbed price on 21-Oct-24, before media reports revealed that Altair was exploring a sale. Siemens plans to fund the deal with its existing resources and strong balance sheet. The acquisition is subject to Altair shareholder approval (50% of votes) and antitrust clearances, including HSR and unspecified foreign investment approvals, as well as a 60-day ITAR notice to be filed with the DDTC. Siemens has secured a voting agreement with James R. Scapa, Altair’s CEO, and his affiliated entities and trusts, which collectively hold 53.6% of Altair’s shares. A preliminary proxy is expected to be filed within 35 days (by 4-Dec-24), and an HSR notification will be made within 10 business days (by 14-Nov-24). Altair is subject to non-solicitation restrictions, with a customary fiduciary out exception. The merger agreement, dated 30-Oct-24, contains customary clauses on representations, warranties, and covenants, including a MAC with specific exceptions for war and pandemics. The parties have agreed to “take, or cause to be taken, all actions (including defending any proceeding) and do, or cause to be done, all things necessary, proper, or advisable” to obtain regulatory approvals, with the caveat that any remedy does not result in a “burdensome condition,” which has not been defined in the merger agreement but exists in a non-public Company Disclosure Schedule. The companies expect the deal to close in 2H’25, against a long-stop date of ...
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