Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys” or the “Company”), a
leader in polymer 3D printing solutions, today announced that its
Board of Directors has unanimously adopted a limited duration
shareholder rights plan (the “Rights Plan”). The Rights Plan, which
replaces the Company’s shareholder rights plan that was set to
expire on December 31, 2023, contains enhanced shareholder
protections that are intended to limit the scope of the Rights
Plan. The Rights Plan is designed to give all shareholders (other
than an offeror) a way to voice their position directly to the
Board on certain types of offers and whether the plan should apply
to those offers, and in other circumstances to exempt an offer from
the plan altogether.
The adoption of the Rights Plan is intended to protect the
long-term interests of Stratasys and all Stratasys shareholders and
enable them to realize the full potential value of their investment
in the Company. The Rights Plan is designed to reduce the
likelihood that any entity, person or group would gain control of,
or significant influence over, Stratasys through the open-market or
other accumulation of the Company’s shares without appropriately
compensating all Stratasys shareholders for control.
The Rights Plan is not intended to prevent or interfere with any
attempt to purchase the entire company. It is also not intended to
prevent or interfere with any action with respect to Stratasys that
the Board determines to be in the best interests of the Company and
its shareholders. Instead, it will position the Board to fulfill
its fiduciary duties on behalf of all shareholders by ensuring that
the Board has sufficient time to make informed judgments about any
attempts to control or significantly influence Stratasys. The
Rights Plan will encourage anyone seeking to gain a significant
interest in Stratasys to negotiate directly with the Board prior to
attempting to control or significantly influence the Company. If
the Company’s shareholders are presented with a qualified tender or
exchange offer, the Board will convene a meeting for an advisory
vote of the Company’s shareholders (other than the offeror). The
outcome of the shareholder vote will be the primary and salient
factor in the Board’s determination of whether to grant an
exemption from the Rights Plan for that offer.
The Rights Plan contains elements similar to those adopted by
other publicly traded companies. Pursuant to the Rights Plan,
Stratasys will issue one right for each ordinary share outstanding
as of the close of business on January 2, 2024. While the Rights
Plan is effective immediately, the rights generally would become
exercisable only if an entity, person or group acquires beneficial
ownership of 15% or more of Stratasys’ outstanding ordinary shares
in a transaction not approved by the Company’s Board.
In that situation, each holder of a right (other than the
acquiring entity, person or group) will have the right to purchase
one ordinary share at a purchase price of $0.01 per share. In
addition, at any time after an entity, person or group acquires 15%
or more of the Company’s ordinary shares, the Company’s Board of
Directors may exchange one ordinary share of the Company for each
outstanding right (other than rights owned by such entity, person
or group, which would have become void).
The Rights Plan has a 364-day term, expiring on December 19,
2024.
The previous shareholder rights plan of the Company that was due
to expire on December 31, 2023 has been terminated by the
Company.
Meitar Law Offices and Wachtell, Lipton, Rosen & Katz are
serving as legal counsel to Stratasys.
About Stratasys
Stratasys is leading the global shift to additive
manufacturing with innovative 3D printing solutions for industries
such as aerospace, automotive, consumer products and healthcare.
Through smart and connected 3D printers, polymer materials, a
software ecosystem, and parts on demand, Stratasys solutions
deliver competitive advantages at every stage in the product value
chain. The world’s leading organizations turn to Stratasys to
transform product design, bring agility to manufacturing and supply
chains, and improve patient care.
To learn more about Stratasys visit www.stratasys.com, the
Stratasys blog, X/Twitter, LinkedIn, or Facebook. Stratasys
reserves the right to utilize any of the foregoing social media
platforms, including the company’s websites, to share material,
non-public information pursuant to the SEC’s Regulation FD. To the
extent necessary and mandated by applicable law, Stratasys will
also include such information in its public disclosure filings.
Stratasys is a registered trademark and the Stratasys signet is
a trademark of Stratasys Ltd. and/or its subsidiaries or
affiliates. All other trademarks are the property of their
respective owners.
Cautionary Statements Regarding Forward-Looking
Statements
This news release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, and Section 21E of
the Securities Exchange Act of 1934. Forward-looking statements are
often characterized by the use of forward-looking terminology such
as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,”
“believe,” “should,” “intend,” “project” or other similar words,
but are not the only way these statements are identified. These
forward-looking statements may include, but are not limited to,
statements relating to our objectives, plans and strategies,
statements that contain projections of results of operations or of
financial condition and all statements (other than statements of
historical facts) that address activities, events or developments
that we intend, expect, project, believe or anticipate will or may
occur in the future. Forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties.
We have based these forward-looking statements on assumptions and
assessments made by our management in light of their experience and
their perception of historical trends, current conditions, expected
future developments and other factors they believe to be
appropriate. Important factors that could cause actual results,
developments and business decisions to differ materially from those
anticipated in these forward-looking statements include, among
other things: the extent of our success at introducing new or
improved products and solutions that gain market share; the extent
of growth of the 3D printing market generally; changes in our
overall strategy, including as related to any restructuring
activities and our capital expenditures; the impact of shifts in
prices or margins of the products that we sell or services we
provide; the impact of competition and new technologies; the
outcome of our Board’s comprehensive process to explore strategic
alternatives for our Company; impairments of goodwill or other
intangible assets in respect of companies that we acquire; the
extent of our success at efficiently and successfully integrating
the operations of various companies that we have acquired or may
acquire; the degree of our success at locating and acquiring
additional value-enhancing, inorganic technology that furthers our
business plan to lead in the realm of polymers; the global
macro-economic environment, including headwinds caused by
inflation, high interest rates, unfavorable currency exchange rates
and potential recessionary conditions; global market, political and
economic conditions, and in the countries in which we operate in
particular; the degree to which our Company’s operations remain
resistant to potential adverse effects of Israel’s war against the
terrorist organization Hamas; government regulations and approvals;
litigation and regulatory proceedings; infringement of our
intellectual property rights by others (including for replication
and sale of consumables for use in our systems), or infringement of
others’ intellectual property rights by us; potential cyber-attacks
against, or other breaches to, our information technologies
systems; the extent of our success at maintaining our liquidity and
financing our operations and capital needs; impact of tax
regulations on our results of operations and financial condition;
and any additional factors referred to in Item 3.D “Key Information
- Risk Factors”, Item 4 “Information on the Company”, and Item 5
“Operating and Financial Review and Prospects” in the Company’s
Form 20-F for the fiscal year ended December 31, 2022.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231221198238/en/
Investor Relations Yonah Lloyd CCO / VP Investor
Relations Yonah.Lloyd@stratasys.com
U.S. Media Ed Trissel / Joseph Sala / Haley Salas Joele
Frank, Wilkinson Brimmer Katcher (212) 355-4449
OR
Israel Media Motti Scherf motti@scherfcom.com
+972527202700
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