Form 8-K - Current report

false 0001701732 0001701732 2025-01-22 2025-01-22

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2025

 

 

Altair Engineering Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		001-38263		38-2591828
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

1820 E. Big Beaver Road Troy, Michigan		48083
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: [phone]

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock $0.0001 par value per share		ALTR		The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

---

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 22, 2025, Altair Engineering Inc., a Delaware corporation (“Altair”), convened a special meeting of stockholders (the “Special Meeting”) to consider and vote upon certain proposals related to the Agreement and Plan of Merger, dated as of October 30, 2024 (the “Merger Agreement”), among Altair, Siemens Industry Software Inc., a Delaware corporation (“Siemens”) and Astra Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Siemens (“Merger Sub”), pursuant to which Merger Sub will merge with and into Altair (the “Merger”), with Altair surviving the Merger and becoming a wholly owned subsidiary of Siemens. As a result of the Merger, Altair will no longer be publicly held. Altair’s securities will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended.

There were 60,137,617 shares of Class A common stock of Altair, par value $0.0001 per share (the “Class A common stock”), and 25,393,574 shares of Class B common stock of Altair, par value $0.0001 per share (the “Class B common stock” and, together with the Class A common stock, the “Altair common stock”) issued and outstanding as of the close of business on December 17, 2024, the record date for the Special Meeting (the “Record Date”). At the Special Meeting, the holders of 53,252,783 shares of Altair’s Class A common stock and 25,393,574 shares of Altair’s Class B common stock were present or represented by proxy, representing approximately 97.8% of the voting power of all issued and outstanding shares of Altair common stock entitled to vote at the Special Meeting as of the close of business on the Record Date, which constituted a quorum.

At the Special Meeting, the following proposals were voted upon (each of which is described in greater detail in the definitive proxy statement filed by Altair with the U.S. Securities and Exchange Commission on December 18, 2024 (the “Proxy Statement”)):

Proposal 1 – The Merger Agreement Proposal: To adopt the Merger Agreement.

Proposal 2 – The Merger-Related Compensation Proposal: To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Altair’s named executive officers that is based on or otherwise relates to the Merger.

Each proposal was approved by the requisite vote of Altair’s stockholders. Because Proposal 1 – The Merger Agreement Proposal – was approved, a vote on the adjournment proposal described in the Proxy Statement was not necessary. A summary of the voting results for each proposal is set forth below.

Proposal 1 – The Merger Agreement Proposal

 

Votes For		Votes Against		Abstentions
307,156,609		10,862		21,052

Proposal 2 – The Merger-Related Compensation Proposal

 

Votes For		Votes Against		Abstentions
305,518,588		1,530,771		139,164

Item 8.01 Other Events.

On January 22, 2025, Altair issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Description
99.1		Press Release announcing the results of the Special Meeting, dated as of January 22, 2025.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

 

---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 22, 2025

 

ALTAIR ENGINEERING INC.
By:		/s/ Raoul Maitra
		Raoul Maitra
		Chief Legal Officer

Exhibit 99.1

Altair Engineering Inc. Stockholders Approve Proposed Merger with Siemens

TROY, Mich., January 22, 2025 – Altair Engineering Inc. (“Altair”) (Nasdaq: ALTR), a global leader in computational intelligence, today announced that its stockholders voted at a special meeting to adopt the merger agreement with Siemens Industry Software Inc. (“Siemens Industry”), a subsidiary of Siemens AG (“Siemens AG”).

The final voting results for the special meeting will be filed in a Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) on January 22, 2025.

As previously announced, under the terms of the merger agreement, Siemens Industry will acquire all of the outstanding shares of Altair’s common stock for $113.00 per share in cash. Upon completion of the transaction, Altair’s securities will no longer be listed on any public stock exchange.

About Altair

Altair is a global leader in computational intelligence that provides software and cloud solutions in simulation, high-performance computing (HPC), data analytics, and AI. Altair enables organizations across all industries to compete more effectively and drive smarter decisions in an increasingly connected world – all while creating a greener, more sustainable future. To learn more, please visit www.altair.com.

About Siemens

Siemens AG (Berlin and Munich) is a leading technology company focused on industry, infrastructure, mobility, and healthcare. The company’s purpose is to create technology to transform the everyday, for everyone. By combining the real and the digital worlds, Siemens empowers customers to accelerate their digital and sustainability transformations, making factories more efficient, cities more livable, and transportation more sustainable. Siemens also owns a majority stake in the publicly listed company Siemens Healthineers, a leading global medical technology provider pioneering breakthroughs in healthcare. For everyone. Everywhere. Sustainably. In fiscal 2024, which ended on September 30, 2024, the Siemens Group generated revenue of €75.9 billion and net income of €9.0 billion. As of September 30, 2024, the company employed around 312,000 people worldwide on the basis of continuing operations. Further information is available on the Internet at www.siemens.com.

Forward Looking Statements

This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements regarding the proposed transaction, including the expected timing and closing of the proposed transaction; Altair’s ability to consummate the proposed transaction; the expected benefits of the proposed transaction and other considerations taken into account by the Altair Board of Directors in approving the proposed transaction; the amounts to be received by stockholders and expectations for Altair prior to and following the closing of the proposed transaction, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of Altair based on current expectations and assumptions relating to Altair’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: (i) the timing to consummate the proposed transaction, (ii) the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the

---

proposed transaction might otherwise not occur, (iii) the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, (iv) the diversion of management time on transaction-related issues, (v) risks related to disruption of management time from ongoing business operations due to the proposed transaction, (vi) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of Altair, (vii) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Altair to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, (viii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, (ix) unexpected costs, charges or expenses resulting from the merger, (x) potential litigation relating to the merger that could be instituted against the parties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto, (xi) worldwide economic or political changes that affect the markets that Altair’s businesses serve which could have an effect on demand for Altair’s products and impact Altair’s profitability and (xii) disruptions in the global credit and financial markets, including diminished liquidity and credit availability, changes in international trade agreements, including tariffs and trade restrictions, cyber-security vulnerabilities, foreign currency volatility, swings in consumer confidence and spending, raw material pricing and supply issues, retention of key employees, increases in fuel prices, and outcomes of legal proceedings, claims and investigations. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Altair’s filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A—Risk Factors of Altair’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001701732/000095017024018804/altr-20231231.htm ) and in Altair’s other filings with the SEC (which are available on Altair’s website at https://investor.altair.com/financials/quarterly-results). The list of factors is not intended to be exhaustive.

These forward-looking statements speak only as of the date of this communication, and Altair does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of Altair.

Contacts:

Investor Relations:

Stephen Palmtag

[phone]

[e-mail]

Media Relations:

Jennifer Ristic

[phone]

[e-mail]

Document and Entity Information	Jan. 22, 2025
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001701732
Document Type	8-K
Document Period End Date	Jan. 22, 2025
Entity Registrant Name	Altair Engineering Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-38263
Entity Tax Identification Number	38-2591828
Entity Address, Address Line One	1820 E. Big Beaver Road
Entity Address, City or Town	Troy
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48083
City Area Code	(248)
Local Phone Number	614-2400
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock $0.0001 par value per share
Trading Symbol	ALTR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---