Altair Signs Definitive Agreement with Siemens to be Acquired for $10.6 Billion
Altair (ALTR) has announced a definitive agreement to be acquired by Siemens for $10.6 billion, with stockholders receiving $113.00 per share in cash. The offer represents a 19% premium to Altair's closing price on October 21, 2024, and a 13% premium to its unaffected all-time high closing price.
The strategic combination aims to merge Altair's broad portfolio in simulation, data science, and HPC with Siemens' position in mechanical and EDA design. The transaction, unanimously approved by Altair's Board of Directors, is expected to close in the second half of 2025, subject to regulatory approvals and stockholder approval. Upon completion, Altair will be delisted from public exchanges.
Altair (ALTR) ha annunciato un accordo definitivo per essere acquisita da Siemens per 10,6 miliardi di dollari, con gli azionisti che riceveranno 113,00 dollari per azione in contanti. L'offerta rappresenta un premio del 19% rispetto al prezzo di chiusura di Altair del 21 ottobre 2024 e un premio del 13% rispetto al suo prezzo di chiusura massimo storico non influenzato.
La combinazione strategica mira a unire il vasto portafoglio di Altair nella simulazione, nelle scienze dei dati e nell'HPC con la posizione di Siemens nel design meccanico e nell'EDA. La transazione, approvata all'unanimità dal Consiglio di Amministrazione di Altair, dovrebbe concludersi nella seconda metà del 2025, soggetta alle approvazioni normative e all'approvazione degli azionisti. Al termine, Altair sarà rimossa dalle borse pubbliche.
Altair (ALTR) ha anunciado un acuerdo definitivo para ser adquirida por Siemens por 10.6 mil millones de dólares, con los accionistas recibiendo 113.00 dólares por acción en efectivo. La oferta representa una prima del 19% sobre el precio de cierre de Altair del 21 de octubre de 2024, y una prima del 13% sobre su precio máximo histórico de cierre no afectado.
La combinación estratégica busca fusionar el amplio portafolio de Altair en simulación, ciencia de datos y HPC con la posición de Siemens en diseño mecánico y EDA. La transacción, aprobada por unanimidad por la Junta Directiva de Altair, se espera que se cierre en la segunda mitad de 2025, sujeto a aprobaciones regulatorias y la aprobación de los accionistas. Una vez completada, Altair será excluida de las bolsas públicas.
알테어 (ALTR)는 지멘스에 106억 달러에 인수되기로 하는 최종 계약을 발표했습니다. 주주들은 주당 현금으로 113.00 달러를 받게 됩니다. 이번 제안은 2024년 10월 21일의 알테어 종가에 비해 19%의 프리미엄을 나타내며, 영향을 받지 않은 사상 최고 종가에 비해 13%의 프리미엄을 제공합니다.
전략적 결합은 알테어의 넓은 포트폴리오인 시뮬레이션, 데이터 과학 및 HPC를 지멘스의 기계 및 EDA 디자인 위치와 통합하는 것을 목표로 합니다. 이 거래는 알테어 이사회에서 만장일치로 승인되었으며, 2025년 하반기에 마감될 것으로 예상되며, 규제 승인과 주주 승인에 따라 다릅니다. 완료되면 알테어는 공공 거래소에서 상장 폐지될 것입니다.
Altair (ALTR) a annoncé un accord définitif pour être acquis par Siemens pour 10,6 milliards de dollars, les actionnaires recevant 113,00 dollars par action en espèces. L'offre représente une prime de 19 % par rapport au prix de cloture d'Altair du 21 octobre 2024, et une prime de 13 % par rapport à son prix de clôture historique maximal non affecté.
Cette combinaison stratégique vise à fusionner le large portefeuille d'Altair dans la simulation, la science des données et le HPC avec la position de Siemens dans la conception mécanique et l'EDA. La transaction, approuvée à l'unanimité par le conseil d'administration d'Altair, devrait se conclure dans la seconde moitié de 2025, sous réserve des approbations réglementaires et de l'approbation des actionnaires. Une fois complétée, Altair sera radiée des marchés publics.
Altair (ALTR) hat eine endgültige Vereinbarung zur Übernahme durch Siemens für 10,6 Milliarden Dollar angekündigt, wobei die Aktionäre 113,00 Dollar pro Aktie in bar erhalten. Das Angebot stellt eine Prämie von 19 % gegenüber dem Schlusskurs von Altair am 21. Oktober 2024 dar und eine Prämie von 13 % gegenüber dem unbeeinflussten Allzeithoch-Schlusskurs.
Die strategische Kombination zielt darauf ab, Altairs breites Portfolio in Simulation, Datenwissenschaft und HPC mit Siemenses Position im mechanischen und EDA-Design zu vereinen. Die Transaktion, die einstimmig vom Vorstand von Altair genehmigt wurde, soll in der zweiten Hälfte von 2025 abgeschlossen werden, vorbehaltlich der behördlichen Genehmigungen und der Zustimmung der Aktionäre. Nach Abschluss wird Altair von den öffentlichen Börsen genommen.
- All-cash acquisition at $113 per share, representing a 19% premium
- Total transaction value of $10.6 billion
- Strategic combination with Siemens enhances market position in engineering software
- Unanimous board approval indicating strong corporate alignment
- Delisting from public exchanges removes direct investment opportunity
- Long closing timeline extending to second half of 2025
- Subject to regulatory and stockholder approval risks
Insights
This major acquisition represents a significant strategic move in the engineering software industry. The
The merger combines complementary technologies - Altair's computational intelligence capabilities with Siemens' industrial software portfolio. This strategic fit should create significant synergies in AI-powered design and simulation offerings. The deal's expected closure in H2 2025 suggests a thorough regulatory review process, particularly given both companies' significant market positions.
The unanimous board approval and premium pricing indicate a well-negotiated deal that maximizes shareholder value while positioning the combined entity as a dominant force in digital transformation solutions.
This acquisition represents a significant consolidation in the engineering software market, strengthening Siemens' position against competitors like Dassault Systèmes and Autodesk. The integration of Altair's AI and simulation capabilities into Siemens Xcelerator platform will create an unprecedented comprehensive solution for industrial digitalization.
The timing is strategic as industries increasingly demand integrated solutions combining simulation, AI and digital twin capabilities. This acquisition gives Siemens a stronger foothold in emerging areas like data science and high-performance computing, critical for future industrial automation and digital transformation initiatives. The deal's structure suggests Siemens is prioritizing quick market expansion and technological capability acquisition over immediate cost synergies.
Altair Stockholders to Receive
TROY, Mich., Oct. 30, 2024 (GLOBE NEWSWIRE) -- Altair (Nasdaq: ALTR), a global leader in computational intelligence, today announced that it has entered into a definitive agreement to be acquired by Siemens, a leading technology company focused on industry, infrastructure, mobility, and healthcare. Altair stockholders will receive
“This acquisition represents the culmination of nearly 40 years in which Altair has grown from a startup in Detroit to a world-class software and technology company. We have added thousands of customers globally in manufacturing, life sciences, energy and financial services, and built an amazing workforce, and innovative culture,” said James Scapa, Altair’s founder and CEO. “We believe this combination of two strongly complementary leaders in the engineering software space brings together Altair’s broad portfolio in simulation, data science, and HPC with Siemens’ strong position in mechanical and EDA design. Siemens’ outstanding technology, strategic customer relationships, and honest, technical culture is an excellent fit for Altair to continue its journey driving innovation with computational intelligence.”
“Acquiring Altair marks a significant milestone for Siemens. This strategic investment aligns with our commitment to accelerate the digital and sustainability transformations of our customers by combining the real and digital worlds. The addition of Altair’s capabilities in simulation, high performance computing, data science, and artificial intelligence together with Siemens Xcelerator will create the world's most complete AI-powered design and simulation portfolio,” said Roland Busch, President and CEO of Siemens AG. “It is a logical next step: we have been building our leadership in industrial software for the last 15 years, most recently, democratizing the benefits of data and AI for entire industries.”
Approvals and Timing
The transaction, which was unanimously approved by the Altair Board of Directors, is expected to close in the second half of 2025, following the receipt of regulatory approvals, Altair stockholder approval and the satisfaction of customary closing conditions. Upon completion of the transaction, Altair’s common stock will no longer be listed on any public stock exchange.
Third Quarter 2024 Financial Results
In a separate press release, Altair today announced its third quarter fiscal year 2024 financial results. The press release is available on the Investor Relations section of the Company’s website. In light of the announced transaction with Siemens, Altair has cancelled its earnings conference call previously scheduled for 5:00 p.m. ET / 2:00 p.m. PT this afternoon, October 30, 2024.
Advisors
Citi and J.P. Morgan Securities LLC are serving as financial advisors to Altair, and Davis Polk & Wardwell LLP and Lowenstein Sandler LLP are serving as the Company’s legal advisors.
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 shaping the future of healthcare. In fiscal 2023, which ended on September 30, 2023, the Siemens Group generated revenue of
Important Information and Where to Find It
This communication relates to a proposed transaction between Altair and Siemens Industry Software Inc. (“Parent”). In connection with this proposed transaction, Altair will file a Current Report on Form 8-K with further information regarding the terms and conditions contained in the definitive transaction agreements and a proxy statement on Schedule 14A or other documents with the United States Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement or other document that Altair may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ALTAIR ARE URGED TO READ THE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement, when available, will be mailed to stockholders of Altair as applicable. Investors and security holders will be able to obtain free copies of these documents, when available, and other documents filed with the SEC by Altair through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Altair will be available free of charge on Altairs internet website at https://investor.altair.com or by contacting Altair’s primary investor relations contact by email at ir@altair.com or by phone at (248) 614-2400.
Participants in Solicitation
Altair, Parent, Siemens AG, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Altair, their ownership of Altair common shares, and Altair’s transactions with related persons is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 22, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001701732/000095017024018804/altr-20231231.htm), in its proxy statement on Schedule 14A for its 2024 Annual Meeting of Stockholders in the sections entitled “Corporate Governance Matters,” “Security Ownership of Certain Beneficial Owners and Management” and “Transactions with Related Persons”, which was filed with the SEC on April 5, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001701732/000119312524087903/d722499ddef14a.htm), certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports on Form 8-K.
These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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, dated October 30, 2024, with Siemens (the “Merger Agreement”), including in circumstances requiring Altair to pay a termination fee, (ix) the risk that competing offers will be made; (x) unexpected costs, charges or expenses resulting from the merger, (xi) 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, (xii) 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 (xiii) 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 year ended December 31, 2023 and in Altair’s other filings with the SEC. 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.
Media Relations
Jennifer Ristic
216-849-3109
jristic@altair.com
Investor Relations
Stephen Palmtag
669-328-9111
spalmtag@altair.com
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