Filed
by 3D Systems Corporation
pursuant
to Rule 425 under the U.S. Securities Act of 1933, as amended,
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934, as amended
Subject
Company: Stratasys Ltd.
Commission
File No.: 001-35751
Target
company is Stratasys Ltd.
3D Systems Issues Statement on Stratasys’ Pursuit of Strategic Alternatives
- 3D Systems Willing to Amend Current Binding Proposal to Include 60-Day Go-Shop Period to Provide Immediate Value Certainty for Stratasys
Shareholders While Also Allowing Stratasys’ Board to Pursue its Strategic Alternatives Process
- 3D Systems Binding Offer Scheduled to Expire October 5
ROCK HILL, S.C., Sept. 29, 2023 (GLOBE NEWSWIRE) -- 3D Systems (NYSE:DDD) (the “Company”) today issued a statement regarding
Stratasys Ltd.’s (NASDAQ: SSYS) (“Stratasys”) announcement that it has commenced a process to explore strategic alternatives.
3D Systems welcomes Stratasys’ decision to respond to its shareholders and explore strategic alternatives after receiving overwhelming
feedback that its Board had not properly evaluated all potential offers prior to entering into a merger agreement with Desktop Metal (NYSE:
DM).
The message to the Stratasys Board from the recent comprehensive reports by ISS and Glass Lewis, as well as public and private feedback
from Stratasys shareholders, together with the unequivocal, resounding vote of Stratasys shareholders yesterday, is clear: gain immediate
scale, certainty and value by accepting 3D Systems’ current binding offer.
3D Systems’ binding merger agreement, delivered to the Stratasys Board on September 13, 2023, expires on October 5, 2023, if
not countersigned by Stratasys. Recognizing some shareholders may still want Stratasys to pursue a process, 3D Systems is willing to amend
its current binding proposal to include a 60-day go-shop period. 3D Systems is willing to amend its offer this way in lieu of waiting
for Stratasys’ announcement to evolve into an actionable sales process, which at this time appears highly uncertain and, based on
precedent reviewed in the ISS and Glass Lewis reports, may remain uncertain for some time. During this period, Stratasys would be permitted
to actively solicit alternative proposals to acquire Stratasys. In addition, the merger agreement would maintain its existing construct
that permits Stratasys to terminate the merger agreement with 3D Systems to enter into a transaction that is deemed to be superior to
the merger with 3D Systems. This go-shop period and termination right will allow the Stratasys Board to secure immediate and certain value
for shareholders, while still running a comprehensive sale process.
President and CEO, Dr. Jeffrey Graves stated, “We continue to believe that a combination between 3D Systems and Stratasys presents
the most attractive opportunity for Stratasys shareholders and the additive manufacturing industry at large, given the massive opportunity
for scale and synergy realization.”
Continued Dr. Graves, “Our binding offer, which remains available until October 5, and our willingness to include a go-shop period
in that offer now presents Stratasys with a unique ‘bird in the hand,’ allowing its Board to enter into a transaction that
the market agrees will create significant value, while offering flexibility to explore other offers. This amendment reflects our confidence
in the superior value of our proposal and our belief that the market has already had more than enough time to evaluate interest in Stratasys,
which has already yielded ten offers for Stratasys in the last six months.”
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.
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
SEC, 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.
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 September 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, if a negotiated transaction is agreed, Stratasys) may file one or more registration
statements, proxy statements, tender offer statements, prospectuses or other documents with the SEC. This communication is not a substitute
for any registration statement, proxy statement, tender offer statement, prospectus or other document that 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 registration statement(s), proxy statement(s), tender
offer statement(s), prospectus(es) 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), tender offer 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, tender
offer statements, prospectuses 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 Systems
investor.relations@3dsystems.com
MacKenzie Partners, Inc.
Dan Burch / Bob Marese
dburch@mackenziepartners.com / bmarese@mackenziepartners.com
U.S. Media:
FTI Consulting
Pat Tucker / Rachel Chesley / Kyla MacLennan
3DSystems@fticonsulting.com
Israel Media:
Gelbart-Kahana Investor Relations
Aviram Uzi
aviram@gk-biz.com
+972-525329103
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