3D Systems Corporation (NYSE: DDD) (“3D Systems,” “the Company”)
today announced a target date of August 4, 2023 for completion of
due diligence and merger agreement discussions with Stratasys Ltd.
(NASDAQ: SSYS) (“Stratasys”). This would mark the culmination of
efforts that commenced with the announcement on July 17, 2023 by
the Board of Stratasys that the 3D Systems’ binding offer of July
13, 2023 “would reasonably be expected to result in a ‘Superior
Proposal’ as defined in Stratasys’ merger agreement with Desktop
Metal, Inc. (NYSE: DM).” With the conclusion of these efforts by
Stratasys and 3D Systems on or about August 4, 3D Systems expects
that Stratasys would be in a position to agree with Desktop Metal
to terminate their agreement, 3D Systems would pay the termination
fee that Stratasys will owe to Desktop Metal, and Stratasys and 3D
Systems would execute a merger agreement.
In addition, 3D Systems confirmed that the form and amount of
merger consideration offered by 3D Systems on July 13 for each
Stratasys share is the Company’s best and final proposal. The July
13 binding offer stated that each Stratasys share will convert into
$7.50 in cash and 1.5444 shares of the combined company,
representing ownership by the Stratasys shareholders, in the
aggregate, of approximately 44% of the shares of the combined
company, in addition to the approximately $540 million of aggregate
cash consideration being offered.
3D Systems remains poised and eager to resolve any comments that
Stratasys may have on terms, other than the form and amount of
merger consideration, set forth in the July 13 merger agreement
that 3D Systems publicly filed with the SEC.
Since July 17, the two management teams and their respective
advisors have exchanged due diligence materials and held multiple
meetings to discuss synergies, internal projections and otherwise
confirm the attractiveness of a combination. Based on these
exchanges and meetings, which remain ongoing, 3D Systems has now
increased its initial projections and is confident that it will be
able to deliver highly achievable cost synergies of at least $110
million, compared to its prior estimates of $100 million.
The merger agreement that 3D Systems submitted on July 13 tracks
the Desktop Metal merger agreement and contains a number of
provisions for the benefit of Stratasys shareholders that are
absent from the Desktop Metal merger agreement. These provisions
were designed to improve certainty of closing and enhance
Stratasys’ ability to maximize value for shareholders, including a
provision for the Stratasys Board to terminate the merger agreement
to accept a superior proposal.
As detailed in the registration statement on Form F-4 that
Stratasys filed with the SEC, Stratasys completed its due diligence
review of Desktop Metal in 14 days and, in parallel, completed
negotiation of the merger agreement with Desktop Metal in seven
days.
Dr. Jeffrey Graves, President and CEO commented, “We are pleased
that through these initial discussions, we have been able to
increase our estimated cost synergies. The value of this
combination is clear and our binding proposal represents a
significant premium to Stratasys shareholders. Our job now is to
move quickly to realize that value. It is now two weeks ago that
the Stratasys Board determined that our binding offer is reasonably
likely to result in a superior alternative to the Desktop Metal
merger. We are fully committed to engaging with Stratasys to
complete the reciprocal due diligence processes. In addition, we
stand ready to hammer out a definitive agreement reflecting the
form and amount of merger consideration that served as the basis
for the Stratasys Board determination two weeks ago. We believe
that we can complete these processes in another eight days at most,
and have set August 4 as a target date.”
Goldman Sachs & Co. LLC is acting as exclusive financial
advisor and Freshfields Bruckhaus Deringer (US) LLP, together with
Herzog, Fox & Neeman in Israel, is acting as legal counsel to
3D Systems in connection with the proposed transaction.
About 3D Systems
More than 35 years ago, 3D Systems brought the innovation of 3D
printing to the manufacturing industry. Today, as the leading
additive manufacturing solutions partner, we bring innovation,
performance, and reliability to every interaction – empowering our
customers to create products and business models never before
possible. Thanks to our unique offering of hardware, software,
materials, and services, each application-specific solution is
powered by the expertise of our application engineers who
collaborate with customers to transform how they deliver their
products and services. 3D Systems’ solutions address a variety of
advanced applications in healthcare and industrial markets such as
medical and dental, aerospace & defense, automotive, and
durable goods. More information on the company is available at
www.3DSystems.com.
Forward-Looking Statements
Certain statements made in this document that are not statements
of historical or current facts are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the company to be
materially different from historical results or from any future
results or projections expressed or implied by such forward-looking
statements. In many cases, forward-looking statements can be
identified by terms such as “believes,” “belief,” “expects,” “may,”
“will,” “estimates,” “intends,” “anticipates” or “plans” or the
negative of these terms or other comparable terminology.
Forward-looking statements are based upon management’s beliefs,
assumptions and current expectations and may include comments as to
the company’s beliefs and expectations as to future events and
trends affecting its business and are necessarily subject to
uncertainties, many of which are outside the control of the
company. The factors described under the headings “Forward-Looking
Statements” and “Risk Factors” in the company’s periodic filings
with the Securities and Exchange Commission, as well as other
factors, could cause actual results to differ materially from those
reflected or predicted in forward-looking statements. In
particular, we note that there is no assurance that a definitive
agreement for the transaction referenced in this document will be
entered into or consummated or that integration will be successful
or synergies will be realized if such transaction were to be
consummated. In addition, we note that Stratasys is not able to
countersign a merger agreement with 3D Systems without first
terminating Stratasys’ merger agreement with Desktop Metal and that
the mutual consent of both Stratasys and Desktop Metal is necessary
for termination of the Desktop Metal merger agreement. In addition,
we note that Stratasys continues to recommend in favor of the
Desktop Metal merger agreement, which remains in full force and
effect, and that the vote by Stratasys shareholders on the Desktop
Metal merger agreement has not yet occurred or been scheduled.
Business combination proposals, transactions and integrations are
subject to numerous risks and uncertainties. Although management
believes that the expectations reflected in the forward-looking
statements are reasonable, forward-looking statements are not, and
should not be relied upon as a guarantee of future performance or
results, nor will they necessarily prove to be accurate indications
of the times at which such performance or results will be achieved.
The forward-looking statements included are made only as of the
date of the statement. 3D Systems undertakes no obligation to
update or revise any forward-looking statements made by management
or on its behalf, whether as a result of future developments,
subsequent events or circumstances, or otherwise, except as
required by law.
All references to the binding nature of the offer and merger
agreement being proposed by 3D Systems, whether in a press release,
presentation, other document or public statement, are subject to
the contents of the escrow letter that was filed by 3D Systems on
July, 13 2023 with the SEC on Form 8-K.
Additional Information
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to sell or buy any securities. This
communication relates to a proposal which 3D Systems has made for a
business combination with Stratasys. In furtherance of this
proposal and subject to future developments, 3D Systems and/or a
newly formed holding company wholly-owned by 3D Systems (and, if a
negotiated transaction is agreed, Stratasys) may file one or more
registration statements, proxy statements or other documents with
the SEC. This communication is not a substitute for any proxy
statement, registration statement, prospectus or other document
that 3D Systems, a newly formed holding company wholly-owned by 3D
Systems and/or Stratasys may file with the SEC in connection with
the proposed transaction.
Investors and security holders of 3D Systems and Stratasys are
urged to read the proxy statement(s), registration statement,
prospectus and/or other documents filed with the SEC carefully in
their entirety if and when they become available as they will
contain important information about the proposed transaction. Any
definitive proxy statement(s) or prospectus(es) (if and when
available) will be mailed to stockholders of 3D Systems and/or
Stratasys, as applicable. Investors and security holders will be
able to obtain free copies of these documents (if and when
available) and other documents filed with the SEC by 3D Systems
through the web site maintained by the SEC at
http://www.sec.gov.
This document shall not constitute an offer to buy or sell or
the solicitation of an offer to sell or buy any securities, 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. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.
This communication is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be
made with the SEC. Nonetheless, 3D Systems and its directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. You can find information about
3D Systems’ executive officers and directors in 3D Systems’
definitive proxy statement filed with the SEC on April 5, 2023.
Additional information regarding the interests of such potential
participants will be included in one or more registration
statements, proxy statements or other documents filed with the SEC
if and when they become available. These documents (if and when
available) may be obtained free of charge from the SEC’s website at
http://www.sec.gov.
Contacts
Investors:3D Systemsinvestor.relations@3dsystems.com
MacKenzie Partners, Inc.Dan Burch / Bob
Maresedburch@mackenziepartners.com /
bmarese@mackenziepartners.com
U.S. Media:FTI ConsultingPat Tucker / Rachel Chesley / Kyla
MacLennan3DSystems@fticonsulting.com
Israel Media:Gelbart-Kahana Investor RelationsAviram
Uziaviram@gk-biz.com+972-525329103
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