Item 7.01 Regulation FD Disclosure.
On May 25, 2023, Desktop Metal, Inc.
(the “Company”) and Stratasys Ltd. (“Stratasys”) issued a joint press release announcing, among other things,
the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 25, 2023, by and among the
Company, Stratasys and Tetris Sub Inc., a Delaware corporation and wholly-owned subsidiary of Stratasys (“Merger Sub”), pursuant
to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company
surviving the merger as a wholly-owned subsidiary of Stratasys (the “Merger”).
Subject to the terms and conditions of the
Merger Agreement, stockholders of the Company will receive 0.123 Stratasys ordinary shares in exchange for each share of our common stock
held immediately prior to the Merger.
The parties expect the transaction to close
in the fourth quarter of 2023, subject to the receipt of required regulatory approvals, including expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approval of the Committee on Foreign Investment in the United States,
approvals of the shareholders of the Company and Stratasys and other customary closing conditions.
The Merger Agreement provides each of the
Company and Stratasys with certain termination rights and, under certain circumstances, may require the Company or Stratasys to pay a
termination fee.
A copy of the joint press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
The Company also provided supplemental information regarding the proposed transaction. A copy of the supplemental information is attached
hereto as Exhibit 99.2 and incorporated herein by reference.
The information in Item 7.01 of this
Current Report and Exhibits 99.1 and 99.2 hereto are being furnished and shall not be deemed “filed” for the purpose of
Section 18 of the Exchange Act. The information in Item 7.01 of this Current Report and Exhibits 99.1 and 99.2 hereto shall not
be incorporated by reference into any registration statement or other document pursuant to the Securities Act.
Forward-Looking Statements
This Current Report contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements include statements
relating to the proposed transaction between Stratasys and the Company, including statements regarding the benefits of the transaction
and the anticipated timing of the transaction, and information regarding the businesses of Stratasys and the Company, including expectations
regarding outlook and all underlying assumptions, Stratasys’ and the Company’s objectives, plans and strategies, information
relating to operating trends in markets where Stratasys and the Company operate, statements that contain projections of results of operations
or of financial condition and all other statements other than statements of historical fact that address activities, events or developments
that Stratasys or the Company intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are
based on management’s beliefs and assumptions made based on information currently available to management. All statements in this
communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words
“outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,”
“estimates,” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties,
which may cause Stratasys’ or the Company’s actual results and performance to be materially different from those expressed
or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited
to those factors and risks described in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”,
and Item 5 “Operating and Financial Review and Prospects” in Stratasys’ Annual Report on Form 20-F for the year
ended December 31, 2022 and Part 1, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2022, each filed with the Securities and Exchange Commission (the “SEC”), and in other
filings by Stratasys and the Company with the SEC. These include, but are not limited to: the ultimate outcome of the proposed transaction
between Stratasys and the Company, including the possibility that Stratasys or the Company shareholders will reject the proposed transaction;
the effect of the announcement of the proposed transaction on the ability of Stratasys and the Company to operate their respective businesses
and retain and hire key personnel and to maintain favorable business relationships; the timing of the proposed transaction; the occurrence
of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy
closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals); other risks related
to the completion of the proposed transaction and actions related thereto; changes in demand for Stratasys’ or the Company’s
products and services; global market, political and economic conditions, and in the countries in which Stratasys and the Company operate
in particular; government regulations and approvals; the extent of growth of the 3D printing market generally; the global macro-economic
environment, including headwinds caused by inflation, rising interest rates, unfavorable currency exchange rates and potential recessionary
conditions; the impact of shifts in prices or margins of the products that Stratasys or the Company sells or services Stratasys or the
Company provides, including due to a shift towards lower margin products or services; the potential adverse impact that recent global
interruptions and delays involving freight carriers and other third parties may have on Stratasys’ or the Company’s supply
chain and distribution network and consequently, Stratasys’ or the Company’s ability to successfully sell both existing and
newly-launched 3D printing products; litigation and regulatory proceedings, including any proceedings that may be instituted against Stratasys
or the Company related to the proposed transaction; impacts of rapid technological change in the additive manufacturing industry, which
requires Stratasys and the Company to continue to develop new products and innovations to meet constantly evolving customer demands and
which could adversely affect market adoption of Stratasys’ or the Company’s products; and disruptions of Stratasys’
or the Company’s information technology systems.
These risks, as well as other risks related
to the proposed transaction, will be included in the registration statement on Form F-4 and joint proxy statement/prospectus that
will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors
to be presented in the registration statement on Form F-4 are, considered representative, no such list should be considered to be
a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual
results to differ materially from those described in the forward-looking statements, please refer to Stratasys’ and the Company’s
respective periodic reports and other filings with the SEC, including the risk factors identified in Stratasys’ and the Company’s
Annual Reports on Form 20-F and Form 10-K, respectively, and the Company’s most recent Quarterly Reports on Form 10-Q.
The forward-looking statements included in this communication are made only as of the date hereof. Neither Stratasys nor the Company undertakes
any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
No Offer or Solicitation
This communication is not intended to and
shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote
or approval, 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.
Additional Information about the Transaction
and Where to Find It
In connection with the proposed transaction,
Stratasys intends to file with the SEC a registration statement on Form F-4 that will include a joint proxy statement of Stratasys
and the Company and that also constitutes a prospectus of Stratasys. Each of Stratasys and the Company may also file other relevant documents
with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration
statement or any other document that Stratasys or the Company may file with the SEC. The definitive joint proxy statement/prospectus (if
and when available) will be mailed to shareholders of Stratasys and the Company. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free
copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important
information about Stratasys, the Company and the proposed transaction, once such documents are filed with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Stratasys will be available free of charge
on Stratasys’ website at https://investors.stratasys.com/sec-filings. Copies of the documents filed with the SEC by the Company
will be available free of charge on the Company’s website at https://ir.desktopmetal.com/sec-filings/all-sec-filings.
Participants in the Solicitation
Stratasys, the Company and certain of their
respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed
transaction. Information about the directors and executive officers of Stratasys, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in Stratasys’ proxy statement for its 2022 Annual General Meeting of
Shareholders, which was filed with the SEC on August 8, 2022, and Stratasys’ Annual Report on Form 20-F for the fiscal
year ended December 31, 2022, which was filed with the SEC on March 3, 2023. Information about the directors and executive officers
of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the
Company’s proxy statement for its 2023 Annual Meeting of Shareholders, which was filed with the SEC on April 25, 2023 and the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 1,
2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed
with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus
carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from
Stratasys or the Company using the sources indicated above.