The Board of Directors of Desktop Metal, Inc. (NYSE: DM)
(“Desktop Metal” or the “Company”) announced that it adopted a
limited duration shareholder rights plan on May 26, 2023, which is
scheduled to expire on the earlier of (i) July 24, 2024 and (ii)
the effective date of the merger announced yesterday contemplated
between the Company and Stratasys Ltd. (Nasdaq: SSYS)
(“Stratasys”).
The Board of Directors believes that the rights plan will
maximize shareholder value in connection with the transaction by
promoting the fair and equal treatment of all shareholders of the
Company and ensuring that the Board remains in the best position to
discharge its fiduciary duties to the Company and its shareholders.
The rights plan will guard against open market accumulations and
other coercive tactics aimed at gaining control of the Company
without paying all shareholders a full control premium for their
shares. The rights plan will not prevent any person from making a
superior proposal pursuant to the terms of the merger
agreement.
Under the plan, one preferred stock purchase right will be
distributed for each share of common stock held by shareholders of
record on June 9, 2023. Under certain circumstances, each right
will entitle shareholders to buy one one-thousandth of a share of
newly-created Series A Junior Participating Preferred Stock of the
Company at an exercise price of $9.00. The Company’s Board of
Directors will be entitled to redeem the rights at $0.0001 per
right at any time before a person or group has acquired 15% or more
of the outstanding common stock. The rights will expire on the
earlier of (i) July 24, 2024 and (ii) the effective date of the
merger contemplated between the Company and Stratasys, subject to
the Company’s right to extend such date, unless earlier redeemed or
exchanged by the Company or terminated.
Subject to limited exceptions, if a person or group acquires 15%
or more of the Company’s common stock or announces a tender offer
and the consummation of that offer would result in such ownership
(we refer to such a person or group as an “acquiring person”), each
right will entitle its holder to purchase, at the right’s
then-current exercise price, a number of shares of common stock
having a market value at that time of twice the right’s exercise
price. Rights held by the acquiring person will become void and
will not be exercisable. If the Company is acquired in a merger or
other business combination transaction that has not been approved
by the Board of Directors after the rights become exercisable, each
right will entitle its holder to purchase, at the right’s
then-current exercise price, a number of shares of the acquiring
company’s common stock having a market value at that time of twice
the right’s exercise price.
The dividend distribution to establish the new rights plan will
be payable to shareholders of record on June 9, 2023. The rights
distribution is not taxable to shareholders. Further details about
the rights plan will be contained in a Form 8-K to be filed by the
Company with the U.S. Securities and Exchange Commission.
About Desktop Metal
Desktop Metal (NYSE:DM) is driving Additive Manufacturing 2.0, a
new era of on-demand, digital mass production of industrial,
medical, and consumer products. Our innovative 3D printers,
materials, and software deliver the speed, cost, and part quality
required for this transformation. We’re the original inventors and
world leaders of the 3D printing methods we believe will empower
this shift, binder jetting and digital light processing. Today, our
systems print metal, polymer, sand and other ceramics, as well as
foam and recycled wood. Manufacturers use our technology worldwide
to save time and money, reduce waste, increase flexibility, and
produce designs that solve the world’s toughest problems and enable
once-impossible innovations. Learn more about Desktop Metal and our
#TeamDM brands at www.desktopmetal.com.
Cautionary Language Concerning Forward-Looking
Statements
This communication 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 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: 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, will be included in the registration statement on Form
F-4 and joint proxy statement/prospectus that will be 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 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 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’ Form 6-K reports that
published its results for the quarter ended March 31, 2023, which
it furnished to the SEC on May 16, 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.
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 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. 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. The definitive joint proxy statement/prospectus
(if and when available) will be mailed to shareholders of Stratasys
and Desktop Metal. 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, Desktop Metal 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, or
furnished, to 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 Desktop Metal will be 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 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 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, 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 Desktop Metal
using the sources indicated above.
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version on businesswire.com: https://www.businesswire.com/news/home/20230526005291/en/
Media: Sarah Webster sarahwebster@desktopmetal.com (724)
516-2336
Investor Relations: Jay Gentzkow
jaygentzkow@desktopmetal.com (781) 730-2110
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