Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys” or the “Company”), a
leader in polymer 3D printing solutions, today announced that it
has received an unsolicited non-binding indicative proposal from 3D
Systems Corporation (NYSE: DDD) (“3D Systems”) to acquire Stratasys
for $7.50 in cash and 1.2507 newly issued shares of common stock of
3D Systems per ordinary share of Stratasys.
As announced on May 25, 2023, Stratasys entered into a merger
agreement with Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”)
under which Stratasys and Desktop Metal will combine in an
all-stock transaction. The transaction, which is expected to be
completed in the fourth quarter of 2023, is subject to customary
closing conditions, including the approval of Stratasys’
shareholders and Desktop Metal’s stockholders and the receipt of
certain governmental and regulatory approvals.
The Stratasys Board of Directors will carefully review the 3D
Systems proposal, in accordance with its fiduciary duties, and its
obligations under Stratasys’ merger agreement with Desktop Metal,
in consultation with its independent financial and legal advisors.
The Stratasys Board has not made any determination as to the 3D
Systems proposal within the framework contemplated by the Desktop
Metal merger agreement, which remains in effect, nor changed its
unanimous approval, recommendation and declaration of advisability
of the agreed transaction with Desktop Metal.
Stratasys shareholders do not need to take any action at this
time with respect to the 3D Systems proposal.
On May 30, 2023, Stratasys announced that its Board, after
consultation with its independent financial and legal advisors,
unanimously determined that the partial tender offer by Nano
Dimension Ltd. (Nasdaq: NNDM) (“Nano”) to acquire ordinary shares
of Stratasys for $18.00 per share in cash substantially undervalues
the Company and is NOT in the best interests of Stratasys
shareholders. The Board unanimously recommends that shareholders
reject the offer and deliver a Notice of Objection against the
offer. Information regarding how to deliver a Notice of Objection
can be found at www.NextGenerationAM.com/NanoObjection.
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
the partial tender offer commenced by Nano Dimension Ltd. (“Nano”),
including actions taken by Nano in connection with the offer,
actions taken by Stratasys or its shareholders in respect of the
offer and the effects of the offer on Stratasys’ businesses, or
other developments involving Nano, 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.
Important Additional Information
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.
This communication is not an offer to purchase or a solicitation
of an offer to sell the ordinary shares of Stratasys. In response
to a tender offer commenced by Nano, Stratasys has filed with the
Securities and Exchange Commission a Solicitation/Recommendation
Statement on Schedule 14D-9. STRATASYS SHAREHOLDERS ARE ADVISED TO
READ STRATASYS’ SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE
14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BEFORE MAKING
ANY DECISION WITH RESPECT TO ANY TENDER OFFER BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Stratasys shareholders may obtain a copy of
the Solicitation/Recommendation Statement on Schedule 14D-9, as
well as any other documents filed by Stratasys in connection with
the tender offer by Nano or one of its affiliates, free of charge
at the SEC’s website at www.sec.gov. In addition, investors and
security holders may obtain free copies of these documents from
Stratasys by directing a request to Stratasys Ltd., 1 Holtzman
Street, Science Park, P.O. Box 2496, Rehovot 7612, Israel, Attn:
Yonah Lloyd, VP Investor Relations, or by calling
+972-74-745-4029.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230601006041/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 Rosa Coblens VP Sustainability, Public Relations IL
& Global Internal Communications Rosa.Coblens@stratasys.com
Yael Arnon Scherf Communications yaela@scherfcom.com
+972527202703
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