Today, 3D Systems (NYSE:DDD) (“the Company”) welcomed the
determination by the Board of Directors of Stratasys Ltd. (NASDAQ:
SSYS) that 3D Systems’ proposal to combine with Stratasys is
reasonably expected to result in a ‘Superior Proposal’ under the
terms of Stratasys’ merger agreement with Desktop Metal, Inc.
On July 13, 3D Systems delivered a signed merger agreement in
escrow to Stratasys that provides for the shareholders of Stratasys
to receive $7.50 per share in cash and 1.5444 newly issued shares
of common stock of the combined company for each Stratasys ordinary
share. The combination would result in Stratasys shareholders
owning approximately 44% of the combined company and receiving
approximately $540 million in cash at the time of consummation of
the transaction.
In response to the superior substantive terms of the 3D Systems
merger agreement and the overwhelming support of shareholders, 3D
Systems expects Stratasys to swiftly agree with Desktop Metal to
terminate the Desktop Metal-Stratasys merger agreement and
countersign the 3D Systems-Stratasys merger agreement, which is
already signed by 3D Systems and now sits in escrow. 3D Systems
commits to pay the full amount of any termination fees due to
Desktop Metal upon the termination of the Desktop Metal merger
agreement and Stratasys’ countersignature of the 3D Systems merger
agreement.
“We are pleased with the Stratasys Board’s determination. We
anticipate prompt termination of the Desktop Metal merger agreement
and countersignature of the agreement to combine 3D Systems and
Stratasys so that we can deliver our collective stakeholders the
unparalleled benefits of the envisioned combined company,” said
President and CEO, Dr. Jeffrey Graves. “Together, 3D Systems and
Stratasys are well-positioned to capture the benefits of scale
needed to lead in the additive manufacturing industry and deliver
long-term profitable growth. We reiterate our confidence in the
strength of the combined financial profile of 3D Systems and
Stratasys, including our ability to realize $100 million of
synergies jointly identified by our two management teams during due
diligence exercises in September 2022.”
Concluded Dr. Graves, “Shareholders have spoken that a
combination between 3D Systems and Stratasys presents the most
compelling opportunity for the additive manufacturing industry, and
it is now time for the Board of Stratasys to move quickly to make
this transaction a reality. If the Stratasys Board engages
promptly, we believe that Stratasys should be able to sign the
merger agreement this week.”
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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