Terminates Merger Agreement with Desktop
Metal
Board of Directors Adopts Limited Extension of
Shareholder Rights Plan
Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys” or the “Company”), a
leader in polymer 3D printing solutions, today announced that its
Board of Directors has initiated a process to explore strategic
alternatives for the Company. This decision follows its
announcement that, based on its preliminary count of the votes cast
at the Company’s Extraordinary General Meeting of Shareholders (the
“Stratasys EGM”), Stratasys shareholders did not approve the terms
of the previously announced merger agreement with Desktop Metal,
Inc. (NYSE: DM) (“Desktop Metal”) dated May 25, 2023 (the “Merger
Agreement”). Accordingly, Stratasys has terminated the Merger
Agreement. The final, certified voting results for the Stratasys
EGM will be provided in a Form 6-K to be furnished to the U.S.
Securities and Exchange Commission, which Stratasys expects to
occur within four business days.
The comprehensive process to maximize shareholder value will
begin immediately. Potential strategic alternatives to be explored
or evaluated may include, but are not limited to, a strategic
transaction, potential merger, business combination or sale.
“We have decided to undertake a comprehensive and thorough
review of all available strategic alternatives,” said Dov Ofer,
Chairman of Stratasys’ Board of Directors. “We are entering this
review as the leader in the additive manufacturing space and will
continue to execute our strategy, powered by innovation and
profitable growth, which has led Stratasys to outpace the
competition. Importantly, we remain focused on our mission to
deliver value to customers and are committed to taking the
appropriate actions to maximize value for all Stratasys
shareholders.”
There can be no assurance that the Company’s strategic review
process will result in any transaction or other strategic outcome.
Stratasys does not intend to disclose further developments on this
strategic review process unless and until it determines that such
disclosure is appropriate or necessary.
Shareholder Rights Plan
Extension
Additionally, the Stratasys Board of Directors has unanimously
adopted an amendment to Stratasys’ shareholder rights plan (the
"Rights Plan"), pursuant to which the expiration date of the Rights
Plan was extended for three months.
The Rights Plan is 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 support the Board's ability to carry out its strategic review
process and position the Board to fulfill its fiduciary duties on
behalf of all shareholders by ensuring the Board is able to
evaluate all options to maximize shareholder value, and preserve
for all shareholders the long-term value of the company in the
event of a takeover or acquisition of a controlling stake without
the payment of a control premium for all Stratasys ordinary
shares.
Additional details about the Rights Plan extension will be
included in a separate Form 6-K to be furnished by Stratasys to the
SEC.
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, including, without
limitation, statements related to the process to explore and
evaluate strategic alternatives and potential outcomes thereof.
There can be no assurance of a successful outcome from these
efforts, or of the form or timing of any such outcome. 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. Such statements are based on management’s
beliefs and assumptions made based on information currently
available to management. These forward-looking statements involve
known and unknown risks and uncertainties, which may cause
Stratasys’ actual results and performance to be materially
different from those expressed or implied in the forward-looking
statements. 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’ periodic reports and other filings with the SEC,
including the risk factors identified in Stratasys’ Annual Reports
on Form 20-F, 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. The forward-looking statements included in this communication
are made only as of the date hereof. Stratasys undertakes no
obligation to update any forward-looking statements to reflect
subsequent events or circumstances, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230928845739/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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