Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 30 2023 - 5:02PM
Edgar (US Regulatory)
Filed by Stratasys Ltd.
(Commission File No. 001-35751)
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Desktop Metal, Inc. (Commission
File No. 001-38835)
The following are screenshots from the Stratasys Ltd. and Desktop Metal,
Inc. website (https://www.nextgenerationam.com/nanoobjection) on May 30, 2023.
Cautionary Statements Regarding Forward-Looking Statements
This communication contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E
of the Securities Exchange Act of 1934. Forward-looking statements are often characterized by the use of forward-looking terminology such
as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,”
“believe,” “should,” “intend,” “project” or other similar words, but are not the only
way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our
objectives, plans and strategies, statements that contain projections of results of operations or of financial condition and all statements
(other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or
anticipate will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks
and uncertainties. Important factors that could cause actual results, developments and business decisions to differ materially from those
anticipated in these forward-looking statements include, among other things: factors relating to Nano’s offer, 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, the completion or failure to complete the offer, on Stratasys’ businesses, or other developments involving Nano; the
ultimate outcome of the transaction with Desktop Metal; the timing of the transaction with Desktop Metal; the occurrence of any event,
change or other circumstance that could give rise to the termination of the transaction with Desktop Metal; the ability to satisfy closing
conditions to the completion of the transaction with Desktop Metal (including any necessary shareholder approvals); other risks related
to the completion of the transaction with Desktop Metal and actions related thereto. We have based these forward-looking statements on
assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions,
expected future developments and other factors they believe to be appropriate. For a discussion of some of the risks and important factors
that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking
statements, see the discussion in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”,
and Item 5 “Operating and Financial Review and Prospects” in the Company’s Form 20-F for the fiscal year ended December
31, 2022.
Important Additional Information
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.
In connection with the proposed transaction with Desktop Metal, Stratasys
also 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 and certain of its 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. 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 using the sources indicated above.
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