Desktop Metal Combination Presents Significant
Growth Opportunities and Value Creation for Stratasys
Shareholders
Urges Shareholders to Vote “FOR” the
Merger-related Proposal
Visit www.NextGenerationAM.com for More
Information
Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys” or the “Company”), a
leader in polymer 3D printing solutions, today announced that it
has commenced mailing its proxy materials in connection with the
Company's Extraordinary Meeting of Shareholders (the “Stratasys
EGM”) to vote on proposals related to its previously announced
merger agreement with Desktop Metal, Inc. (NYSE: DM) (“Desktop
Metal”) to create a next-generation additive manufacturing company
with enhanced growth and profitability. The Stratasys EGM is
scheduled for September 28, 2023. Holders of Stratasys ordinary
shares as of the close of business on August 24, 2023 are entitled
to vote at the Stratasys EGM.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230905078705/en/
The First Industrial AM Company Covering
the Full Manufacturing Lifecycle from Design to Mass Production in
Both Polymers and Metal (Graphic: Business Wire)
In connection with the proxy materials, Stratasys is mailing a
letter to shareholders, which can be found at
www.NextGenerationAM.com along with other materials related to the
Stratasys EGM.
The full text of the letter follows:
Your vote is important. Help ensure
Stratasys and all stakeholders can realize the value creation
opportunity of the Desktop Metal combination and VOTE TODAY
“FOR” the Merger-related proposal.
The Stratasys Board of Directors unanimously
recommends that Stratasys shareholders vote “FOR” each of the
proposals to be considered at the Stratasys Extraordinary General
Meeting of Shareholders on September 28, 2023, including the
Stratasys Merger-related proposal.
Vote FOR the Desktop Metal
Transaction
- Accelerates Stratasys’ mission to lead additive
manufacturing (“AM”) into mass production by having a metal
manufacturing solution alongside its robust polymer
offering.
- Creates strong growth through complementary go-to-market
channels to deliver enhanced value to shareholders.
- Establishes an AM powerhouse marked by innovation,
operating efficiency and unmatched execution.
- Creates new opportunities in AM for customers, providing
broad and complementary products and services and unique
technologies that transform customers’ businesses.
Dear Stratasys Shareholder,
This is an exciting time for Stratasys. At
the Stratasys Extraordinary General Meeting of Shareholders on
September 28, 2023, Stratasys shareholders will have the
opportunity to vote on the Stratasys Merger-related proposal, the
approval of which is necessary to complete our previously announced
merger with Desktop Metal.
Your vote is critical to ensuring Stratasys
and its shareholders can realize the significant value creation
opportunities of the proposed merger with Desktop Metal.
Together, Stratasys and Desktop Metal will
create the first industrial additive manufacturing (“AM”)
company covering the full manufacturing lifecycle from design
to mass production in both polymers and metal. The compelling
strategic combination delivers significant value for
shareholders:
- Creates the first >$1B AM company with sufficient
scale to lead the AM industry into mass production, generating
sustained value for the combined company.
- Accelerates Desktop Metal’s complementary portfolio of
growth assets with minimal overlap by leveraging Stratasys’
extensive market reach and industry-leading global go-to-market
infrastructure and customer support capabilities.
- Drives powerful synergies with an expected $50M+ in cost
synergies and additional $50M in run-rate revenue synergies
expected to be fully realized by 2025.
- Right-sized post-closing balance sheet provides strong
foundation for continued innovation and growth, including
through acquisitions.
- Generates increased growth and profitability with the
combined company expected to generate $1.6B+ of revenue and $300M+
of EBITDA in 2026 at base case, for a 20% pro forma EBITDA
margin.
- Positions robust R&D engine for innovations in the near
term and beyond, with substantial combined R&D team of 800+
scientists and engineers and 3,400+ active patents and pending
patent applications.
The First Industrial AM Company Covering
the Full Manufacturing Lifecycle from Design to Mass Production in
Both Polymers and Metal
This transaction is about creating
value. As a combined company, we believe we will create even
greater opportunities for growth and success. With Desktop Metal,
we will accelerate our mission to lead the additive
manufacturing industry into mass production.
Advancing this mission requires a metal
manufacturing solution alongside Stratasys’ robust polymer offering
– and Desktop Metal’s metal offering for mass production is
expected to double our addressable market for manufacturing in
2027.
Customers and Partners are Excited About
the New Opportunities in AM
Together with Desktop Metal, we will
create new opportunities in AM. Customers and partners are
already excited about the benefits of the broad and complementary
products and services and unique technologies the combined company
will provide.
“Siemens is using DM as well as Stratasys
systems for inhouse parts. We are looking forward to
support as well as your combined journey towards the future of
AM” – Karsten Heuser, VP Additive Manufacturing, Siemens
“Very exciting and definitely a great move
to drive adoption of AM for industrial use cases… As largest
independent full portfolio provider of AM Materials and Solutions,
you are our perfect partner!” – Martin Back, CEO, BASF
Forward AM
“By partnering with Stratasys we are able to
advance our manufacturing practices beyond what is currently
possible and really harness the possibilities of additive
manufacturing for production parts” – David Wilson, President,
Toyota Racing Development
“Ford is a pioneer partner of Desktop Metal…
Customers are going to love the way 3D printing can customize parts
just for them… There are many possibilities here and we’re
looking forward to the next iteration of their technology, which is
the production system” – Ken Washington, Former CTO & VP,
Research & Advanced Engineering, Ford Motor Company
“As a long-term customer of Stratasys and
more recently Desktop Metal, we are very excited about the
possibility of what this merger will bring to change the game in
the additive manufacturing industry and increase its impact on
end use printed parts in aerospace” – Blake Scholl, CEO, Boom
Technology
“This partnership offers an expanded product
portfolio, enhanced workflow efficiency, improved material
selection, unparalleled support and training, and a commitment
to future innovations” – Rita Acquafredda, President, Global
Dental Lab & Prosthetic Solutions, Henry Schein
“We have been using the Desktop Metal binder
jet systems in medical applications and are looking forward to
all the benefits the merger with Stratasys will bring to the growth
of our industry” – Shri Shetty, CEO, Zeda
“The combination of DM and Stratasys can
bring together not only a vast talent pool and advanced
technologies, but also the critical support services… that will
benefit our labs, our customers and their patients” – Laura
Kelly, CEO, MicroDental Laboratories
The Stratasys Board of Directors
unanimously recommends that Stratasys shareholders vote “FOR” each
of the proposals to be considered at the Stratasys EGM, including
the Stratasys Merger-related proposal.
Whether or not you attend the Meeting,
your vote is important. We urge you to participate and vote,
regardless of the number of Stratasys ordinary shares you
own.
VOTE TODAY to support the Desktop
Metal transaction.
Thank you for your support.
The Stratasys Board of Directors
To vote by mail: Complete,
date, sign and return the enclosed proxy
or voting instruction form in the
envelope provided.
To submit your vote
electronically: Visit www.proxyvote.com
or call toll-free at the
telephone number listed on the enclosed proxy card.
Your voting instructions must be
received by 11:59 p.m., Eastern time, on September 27, 2023
(the day before the Stratasys
EGM) in order for your shares to be voted at the Stratasys EGM.
For assistance voting your
Stratasys ordinary shares,
please contact our proxy
solicitor:
Morrow Sodali LLC
509 Madison Avenue, 12th
Floor
New York, NY 10022
Call toll-free (800) 662-5200 or
(203) 658-9400
Email:
SSYS@info.morrowsodali.com
Advisors
J.P. Morgan is acting as exclusive financial advisor to
Stratasys, and Meitar Law Offices and Wachtell, Lipton, Rosen &
Katz are serving as legal counsel.
About Stratasys
Stratasys is leading the global shift to additive manufacturing
with innovative 3D printing solutions for industries such as
aerospace, automotive, consumer products, healthcare, fashion and
education. 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, 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.
Forward-Looking Statements
This document contains forward-looking statements that involve
risks, uncertainties and assumptions. If the risks or uncertainties
ever materialize or the assumptions prove incorrect, the actual
results of Stratasys Ltd. and its consolidated subsidiaries
(“Stratasys”) may differ materially from those expressed or implied
by such forward-looking statements and assumptions. All statements
other than statements of historical fact are statements that could
be deemed forward-looking statements.
Such forward-looking statements include statements relating to
the proposed transaction between Stratasys and Desktop Metal, Inc.
(“Desktop Metal”), including statements regarding the benefits of
the transaction and the anticipated timing of the transaction, and
information regarding the businesses of Stratasys and Desktop
Metal, including expectations regarding outlook and all underlying
assumptions, Stratasys’ and Desktop Metal’s objectives, plans and
strategies, information relating to operating trends in markets
where Stratasys and Desktop Metal 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
Desktop Metal 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 Desktop Metal’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 Desktop
Metal’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 Desktop Metal with
the SEC. These include, but are not limited to: factors relating to
actions taken by or other developments involving Nano Dimension
Ltd. (“Nano”), including any future unsolicited tender offer
similar to its recently-expired partial tender offer for shares of
Stratasys or Nano’s legal challenge to Stratasys’ shareholder
rights plan, and actions taken by Stratasys or its shareholders
with respect to such actions or developments, the ultimate outcome
of the proposed transaction between Stratasys and Desktop Metal,
including the possibility that Stratasys or Desktop Metal
shareholders will reject the proposed transaction; the effect of
the announcement of the proposed transaction on the ability of
Stratasys and Desktop Metal 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 Desktop Metal’s products and services; global market,
political and economic conditions, and in the countries in which
Stratasys and Desktop Metal 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 Desktop Metal sells or services Stratasys or Desktop
Metal 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 Desktop Metal’s
supply chain and distribution network and consequently, Stratasys’
or Desktop Metal’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 Desktop Metal related to the proposed
transaction; impacts of rapid technological change in the additive
manufacturing industry, which requires Stratasys and Desktop Metal
to continue to develop new products and innovations to meet
constantly evolving customer demands and which could adversely
affect market adoption of Stratasys’ or Desktop Metal’s products;
and disruptions of Stratasys’ or Desktop Metal’s information
technology systems.
These risks, as well as other risks related to the proposed
transaction, are included in the registration statement on Form F-4
and joint proxy statement/prospectus that were filed with the
Securities and Exchange Commission (“SEC”) in connection with the
proposed transaction. While the list of factors presented here is,
and the list of factors 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 Desktop Metal’s respective periodic reports and
other filings with the SEC, including the risk factors identified
in Stratasys’ and Desktop Metal’s Annual Reports on Form 20-F and
Form 10-K, respectively, and Stratasys’ Reports of Foreign Private
Issuer on Form 6-K that published its results for the quarter and
six months ended June 30, 2023, which it furnished to the SEC on
August 9, 2023, and Desktop Metal’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 Desktop Metal 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.
Important Additional Information
In connection with the proposed transaction, Stratasys filed
with the SEC a registration statement on Form F-4 that includes a
joint proxy statement of Stratasys and Desktop Metal and that also
constitutes a prospectus of Stratasys. Each of Stratasys and
Desktop Metal may also file other relevant documents with the SEC
regarding the proposed transaction. The registration statement was
declared effective by the SEC on August 25, 2023. Stratasys filed
the definitive proxy statement/prospectus with the SEC on August
28, 2023. The definitive proxy statement/prospectus was mailed to
shareholders of Stratasys and Desktop Metal on or around August 28,
2023. Each of Stratasys and Desktop Metal 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 Desktop Metal may file with the SEC.
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 are able to obtain free
copies of the registration statement and definitive joint proxy
statement/prospectus and other documents containing important
information about Stratasys, Desktop Metal and the proposed
transaction through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with, or
furnished, to the SEC by Stratasys are available free of charge on
Stratasys’ website at https://investors.stratasys.com/sec-filings.
Copies of the documents filed with the SEC by Desktop Metal are
available free of charge on Desktop Metal’s website at
https://ir.desktopmetal.com/sec-filings/all-sec-filings.
Participants in the Solicitation
Stratasys, Desktop Metal 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 2023 Annual General Meeting of
Shareholders, which was furnished to the SEC on July 12, 2023, 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 Desktop
Metal, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in
Desktop Metal’s proxy statement for its 2023 Annual Meeting of
Stockholders, which was filed with the SEC on April 25, 2023 and
Desktop Metal’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, is contained in the
joint proxy statement/prospectus and other relevant materials filed
with the SEC regarding the proposed transaction. Investors should
read the joint proxy statement/prospectus carefully before making
any voting or investment decisions. You may obtain free copies of
these documents from Stratasys or Desktop Metal using the sources
indicated above.
Use of Non-GAAP Financial Measures
This communication contains certain forward-looking non-GAAP
measures, which are based on internal forecasts and represent
management’s best judgment. Reconciliation of such measures to the
most directly comparable GAAP financial measures cannot be
furnished without unreasonable efforts due to inherent difficulty
in forecasting the amount and timing of certain adjustments that
are necessary for such reconciliations and which may significantly
impact our GAAP results. In particular, sufficient information is
not available to calculate certain adjustments that are required to
prepare a forward-looking statement of revenue, margin and EBITDA
in accordance with GAAP for fiscal years 2024 and beyond. Stratasys
also believes that such reconciliations would also imply a degree
of precision that would be confusing or inappropriate for these
forward-looking measures, which are inherently uncertain. All
revenue, margin, EBITDA and other P&L references are non-GAAP
unless specified otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230905078705/en/
Investor Relations Yonah Lloyd CCO / VP Investor
Relations Yonah.Lloyd@stratasys.com
Morrow Sodali SSYS@info.morrowsodali.com (800) 662-5200 (203)
658-9400
U.S. Media Ed Trissel / Joseph Sala / Kara Brickman Joele
Frank, Wilkinson Brimmer Katcher (212) 355-4449
Israel Media Yonatan Snir VP Global Marketing
Yonatan.Snir@stratasys.com
Yael Arnon Scherf Communications yaela@scherfcom.com
+972527202703
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