Combination with Desktop Metal to Significantly
Augment Stratasys’ Winning Growth Strategy
Visit www.NextGenerationAM.com for More
Information
Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys” or the “Company”), a
leader in polymer 3D printing solutions, today sent a letter
reminding shareholders to vote “FOR” each of the Company’s
proposals related to its previously announced merger agreement with
Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”), ahead of the
Stratasys Extraordinary General Meeting of Shareholders (the
“Stratasys EGM”) on September 28, 2023.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230919419982/en/
VOTE TODAY to support the Desktop Metal
transaction (Graphic: Business Wire)
The full text of the letter follows:
Stratasys has a winning growth strategy, and
the proposed Desktop Metal merger significantly augments the
business. We urge you to vote “FOR” each of Stratasys’
proposals at the Stratasys Extraordinary General
Meeting.
Stratasys: Best Global Infrastructure
in 3D Printing
Desktop Metal: Best Metal Technology
for Mass Production in the Industry
- Successfully executing our ‘North Star’ strategy, with
significant progress made towards becoming a $1B standalone
revenue company
- Strong growth through complementary go-to-market
channels
- Strongest management team in the industry
- Well-positioned to capture the value of innovative use cases
yet to be realized in Dental, Medical, Aerospace / Defense,
Automotive and Fashion
- Complementary portfolio of growth assets in
highly attractive markets, such as dental and large format
photopolymerization
- Innovative portfolio and technology pipeline that stands
out amongst AM players with strong IP across applications
- A strategic customer base which includes some of the
world’s most valuable technology, consumer and industrial
companies
Combination with Desktop
Metal accelerates growth and creates a highly profitable
leading Additive Manufacturing (AM) company
- Forms an at-scale growth AM company with
increased profitability
- Creates the first >$1B AM company with significant
opportunity to capture the value of AM for mass production
- Expected to generate $1.6+ billion of revenue and $300+
million of EBITDA in 2026 at base case, for a 20% pro forma
EBITDA margin
- Well-capitalized balance sheet provides strong foundation
for continued growth and innovation
Dear Stratasys Shareholder,
The Stratasys Extraordinary General Meeting of Shareholders is
quickly approaching on September 28, 2023. Your Board strongly
encourages shareholders to VOTE TODAY “FOR” each of Stratasys’
proposals to be considered at the Stratasys EGM.
- Vote “FOR” the Merger-related proposal to approve the
Desktop Metal transaction to accelerate our mission to lead AM
into mass production by having the best and most
advanced metal manufacturing solution for mass
production and unmatched dental position alongside
Stratasys’ robust polymer offering and best-in-class operations
and go-to-market infrastructure.
- Vote “FOR” the Stratasys rights plan extension proposal in
order to protect your investment from opportunistic, coercive or
otherwise onerous transactions. The Stratasys Rights Plan is
intended to protect Stratasys and your investment from anyone
seeking to gain control of, or acquire a significant interest in,
Stratasys without acquiring all of the Company’s shares on the same
terms, or paying a control premium. Without the Stratasys Rights
Plan, coercive actions can be taken against you in the future – to
the detriment of Stratasys’ public shareholders.
- Vote “FOR” the proposal to increase the number of Stratasys
ordinary shares reserved for issuance under our 2022 share
incentive plan to help us continue to attract, motivate and
retain the best talent in the industry.
Help ensure Stratasys can continue executing our winning
strategy by voting FOR all Stratasys Proposals to be considered at
the Stratasys EGM, including the Merger-related proposal to enable
the value-enhancing merger with Desktop Metal.
The Desktop Metal Transaction Will Enhance Value for
Shareholders – Sell-Side Analysts Agree
- “SSYS has made meaningful progress to re-position itself to
take advantage of the opportunities in additive manufacturing.
We believe DM’s additional key 3D printing capabilities, combined
with SSYS’s strength in hardware, materials and software and broad
go-to-market reach, will enable the combined company to address
a wider set of opportunities in manufacturing. Reiterate
Buy.”
- Needham, James Ricchiuti, 5/25/23
- “Stratasys is a leading manufacturer of polymer additive
manufacturing equipment, with arguably the best distribution
capability in the industry globally. Desktop Metal has
developed and acquired metal additive manufacturing technology,
which would complement Stratasys’ polymer portfolio.”
- William Blair, Brian Drab, 5/25/23
- “Combination creates clear industry leader across
technologies and applications. The transformative combination is
one of the most significant news events in the history of the
additive manufacturing industry and makes a lot of sense, in our
view.”
- Craig-Hallum, Greg Palm, 5/25/23
Stratasys urges you to vote “FOR” each of the Company’s
proposals at the Stratasys EGM.
Whether or not you attend the Meeting, your vote is
important. We urge you to participate and vote, regardless of the
number of ordinary shares you own.
VOTE TODAY to support Stratasys and enable the significant
value creation opportunities of the Desktop Metal
transaction.
Thank you for your support.
The Stratasys Board of Directors
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.
HELP ENSURE STRATASYS CAN CONTINUE TO
BUILD ON ITS PROGRESS TO DELIVER OUTSIZED AND ENDURING SHAREHOLDER
VALUE.
Visit
http://www.NextGenerationAM.com/how-to-support-stratasys
For additional details on how to vote
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, 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 that also
constitutes a prospectus of Stratasys. 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/20230919419982/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 Erik
Snider Director, Global Public Relations Erik.Snider@stratasys.com
Yael Arnon Scherf Communications yaela@scherfcom.com
+972527202703
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