- Strengthens advanced manufacturing leadership and
portfolio
- Extends global sales coverage, multiplexes cross selling
opportunities
- Completes 3DS' software interoperability for 3D digital
fabrication
3D Systems (NYSE:DDD) announced today that it has completed its
acquisition of all shares of Cimatron Ltd. (Nasdaq:CIMT) for
approximately $97 million, inclusive of Cimatron's net cash. The
integration of Cimatron's software products into the company's
portfolio strengthens 3DS' leadership position in
3D-printing-centric advanced manufacturing by enabling a seamless
digital workflow between design and traditional and additive
manufacturing processes. The transaction adds complementary
technology, extends 3DS' sales coverage globally, multiplexes
cross-selling opportunities and is expected to be accretive to the
company's cash generation and Non-GAAP earnings per share for the
full year 2015.
"Cimatron represents a perfect strategic fit for our business by
providing expanded capabilities in product development, sales
coverage and complementary technology. We believe that this
combination offers unique synergies with significant long-term
customer benefits and shareholder value," commented Avi Reichental,
President and CEO of 3DS. "We are delighted to welcome Danny Haran
and his entire global team to 3DS as we complete the digital thread
from design to digital fabrication."
Cimatron is a leading provider of integrated 3D digital
fabrication software for manufacturing. Cimatron's products are
used by a growing number of companies worldwide for their 3D
production molds, tools and dies in a wide variety of functional
end-use manufacturing applications. With two world renowned
products, CimatronE and GibbsCAM®, Cimatron provides powerful
digital fabrication tools for key manufacturing operations.
CimatronE is an integrated CAD/CAM solution for toolmakers and
manufacturers of discrete parts, which provides full associativity
across the manufacturing process from quoting, through design and
up to delivery. GibbsCAM, offers powerful yet simple-to-use
solutions for programming any type of CNC machine tools, from
simple mills and lathes, to the most complex multi-axis
multi-tasking machines.
"With a 30 year track record of providing comprehensive,
cost-effective solutions that streamline manufacturing cycles and
shorten product delivery time, it is the perfect time to become
part of 3DS where we can substantially accelerate our progress and
extend our reach and impact," said Danny Haran, former CEO of
Cimatron, who was named Executive Vice President and Chief
Operating Officer, Software of 3DS.
Cimatron shareholders will receive $8.97 in cash for each
ordinary share held by them as of the effective time of the merger.
Cimatron has received the Israeli tax ruling that was described on
pages 4-5 of its proxy statement for the extraordinary general
shareholder meeting at which the merger was approved. Consequently,
the withholding (if any) of Israeli taxes from the merger
consideration will be carried out in accordance with the
description of that tax ruling in the proxy statement.
As a result of the completion of the merger, the ordinary shares
of Cimatron will be delisted from the NASDAQ Stock Market and
deregistered under the Securities Exchange Act of 1934, or the
Exchange Act. Cimatron will cease filing reports pursuant to the
Exchange Act, and trading in its ordinary shares will be halted
before the open of business on February 9, 2015.
Learn more about 3DS' commitment to manufacturing the future
today at www.3dsystems.com.
Forward-Looking Statements
Certain statements made in this release that are not statements
of historical or current facts, including statements regarding the
expected benefits and synergies of the transaction, future
opportunities for the combined company and products, future
financial performance and any other statements regarding 3DS' and
Cimatron's future expectations, beliefs, plans, objectives,
financial conditions, assumptions or future events or performance
are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope",
"aim", "continue", "will", "may", "would", "could" or "should" or
other words of similar meaning or the negative thereof. These
statements are subject to numerous risks and uncertainties, many of
which are beyond the companies' control, which could cause actual
results to differ materially from the results expressed or implied
by the statements. These risks and uncertainties include, but are
not limited to: the ultimate timing, outcome and results of
integrating the operations of Cimatron; the effects of the business
combination of 3DS and Cimatron, including the combined company's
future financial condition, results of operations, strategy and
plans; expected synergies and other benefits from the proposed
transaction and the ability of 3DS to realize such synergies and
other benefits; results of litigation, settlements, and
investigations; the availability and alternative uses of 3DS' cash;
actions by third parties, including governmental agencies;
protection of intellectual property rights and against cyber
attacks; compliance with environmental laws; changes in government
regulations and regulatory requirements; risks of international
operations, including risks relating to unsettled political
conditions, war, the effects of terrorism, and foreign exchange
rates and controls, international trade and regulatory controls.
The factors described under the headings "Forward-Looking
Statements," "Cautionary Statements and Risk Factors," and "Risk
Factors" in 3DS' report on Form 10-K for the year ended December
31, 2013 and Cimatron's report on Form 20-F for the year ended
December 31, 2013, and other U.S. Securities and Exchange
Commission (the "SEC") filings of 3DS and Cimatron discuss some of
the important risk factors identified that may affect these factors
and 3DS' and Cimatron's respective business, results of operations
and financial condition. 3DS and Cimatron undertake no obligation
to revise or update publicly any forward-looking statements for any
reason. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
About 3D Systems
3D Systems is pioneering 3D design and fabrication for everyone.
3DS provides the most advanced and comprehensive solutions
including 3D printers, print materials and cloud sourced custom
parts. Its powerful ecosystem empowers professionals and consumers
everywhere to bring their ideas to life in material choices
including plastics, metals, ceramics and edibles. 3DS' leading 3D
healthcare solutions include end-to-end simulation, training and
planning and printing of surgical instruments and devices for
personalized surgery and patient specific medical and dental
devices. Its democratized 3D digital design, fabrication and
inspection products provide seamless interoperability between
subtractive and additive manufacturing and incorporate the latest
immersive computing technologies. Its products and services replace
and complement traditional methods with improved results and
reduced time to outcomes. These solutions are used to rapidly
design, create, communicate, plan, guide, prototype or produce
functional parts, devices and assemblies, empowering customers to
manufacture the future.
Leadership Through Innovation and
Technology
- 3DS invented 3D printing with its Stereolithography (SLA)
printer and was the first to commercialize it in 1989.
- 3DS invented Selective Laser Sintering (SLS) printing and was
the first to commercialize it in 1992.
- 3DS invented the ColorJet Printing (CJP) class of 3D printers
and was the first to commercialize 3D powder-based systems in
1994.
- 3DS invented MultiJet Printing (MJP) printers and was the first
to commercialize it in 1996.
- 3DS Medical Modeling pioneered virtual surgical planning (VSP)
and its services are world-leading, helping many thousands of
patients on an annual basis.
Today its comprehensive range of 3D printers is the industry's
benchmark for production-grade manufacturing in aerospace,
automotive, patient specific medical device and a variety of
consumer, electronic and fashion accessories.
More information on the company is available at
www.3dsystems.com.
CONTACT: Investor Contact:
Stacey Witten
Email: Stacey.Witten@3dsystems.com
Media Contact:
Wendy Pinckney
Email: Press@3dsystems.com
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