3D Systems (NYSE:DDD) (the “Company”) today issued a statement
regarding Stratasys Ltd.’s (NASDAQ: SSYS) (“Stratasys”)
announcement that it has commenced a process to explore strategic
alternatives.
3D Systems welcomes Stratasys’ decision to respond to its
shareholders and explore strategic alternatives after receiving
overwhelming feedback that its Board had not properly evaluated all
potential offers prior to entering into a merger agreement with
Desktop Metal (NYSE: DM).
The message to the Stratasys Board from the recent comprehensive
reports by ISS and Glass Lewis, as well as public and private
feedback from Stratasys shareholders, together with the
unequivocal, resounding vote of Stratasys shareholders yesterday,
is clear: gain immediate scale, certainty and value by accepting 3D
Systems’ current binding offer.
3D Systems’ binding merger agreement, delivered to the Stratasys
Board on September 13, 2023, expires on October 5, 2023, if not
countersigned by Stratasys. Recognizing some shareholders may still
want Stratasys to pursue a process, 3D Systems is willing to amend
its current binding proposal to include a 60-day go-shop period. 3D
Systems is willing to amend its offer this way in lieu of waiting
for Stratasys’ announcement to evolve into an actionable sales
process, which at this time appears highly uncertain and, based on
precedent reviewed in the ISS and Glass Lewis reports, may remain
uncertain for some time. During this period, Stratasys would be
permitted to actively solicit alternative proposals to acquire
Stratasys. In addition, the merger agreement would maintain its
existing construct that permits Stratasys to terminate the merger
agreement with 3D Systems to enter into a transaction that is
deemed to be superior to the merger with 3D Systems. This go-shop
period and termination right will allow the Stratasys Board to
secure immediate and certain value for shareholders, while still
running a comprehensive sale process.
President and CEO, Dr. Jeffrey Graves stated, “We continue to
believe that a combination between 3D Systems and Stratasys
presents the most attractive opportunity for Stratasys shareholders
and the additive manufacturing industry at large, given the massive
opportunity for scale and synergy realization.”
Continued Dr. Graves, “Our binding offer, which remains
available until October 5, and our willingness to include a go-shop
period in that offer now presents Stratasys with a unique ‘bird in
the hand,’ allowing its Board to enter into a transaction that the
market agrees will create significant value, while offering
flexibility to explore other offers. This amendment reflects our
confidence in the superior value of our proposal and our belief
that the market has already had more than enough time to evaluate
interest in Stratasys, which has already yielded ten offers for
Stratasys in the last six months.”
Goldman Sachs & Co. LLC is acting as exclusive financial
advisor and Freshfields Bruckhaus Deringer (US) LLP, together with
Herzog, Fox & Neeman in Israel, is acting as legal counsel to
3D Systems.
About 3D Systems
More than 35 years ago, 3D Systems brought the innovation of 3D
printing to the manufacturing industry. Today, as the leading
additive manufacturing solutions partner, we bring innovation,
performance, and reliability to every interaction – empowering our
customers to create products and business models never before
possible. Thanks to our unique offering of hardware, software,
materials, and services, each application-specific solution is
powered by the expertise of our application engineers who
collaborate with customers to transform how they deliver their
products and services. 3D Systems’ solutions address a variety of
advanced applications in healthcare and industrial markets such as
medical and dental, aerospace & defense, automotive, and
durable goods. More information on the company is available at
www.3DSystems.com.
Forward-Looking Statements
Certain statements made in this document that are not statements
of historical or current facts are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the company to be
materially different from historical results or from any future
results or projections expressed or implied by such forward-looking
statements. In many cases, forward-looking statements can be
identified by terms such as “believes,” “belief,” “expects,” “may,”
“will,” “estimates,” “intends,” “anticipates” or “plans” or the
negative of these terms or other comparable terminology.
Forward-looking statements are based upon management’s beliefs,
assumptions and current expectations and may include comments as to
the company’s beliefs and expectations as to future events and
trends affecting its business and are necessarily subject to
uncertainties, many of which are outside the control of the
company. The factors described under the headings “Forward-Looking
Statements” and “Risk Factors” in the company’s periodic filings
with the SEC, as well as other factors, could cause actual results
to differ materially from those reflected or predicted in
forward-looking statements. In particular, we note that there is no
assurance that a definitive agreement for the transaction
referenced in this document will be entered into or consummated or
that integration will be successful or synergies will be realized
if such transaction were to be consummated. Business combination
proposals, transactions and integrations are subject to numerous
risks and uncertainties. Although management believes that the
expectations reflected in the forward-looking statements are
reasonable, forward-looking statements are not, and should not be
relied upon as a guarantee of future performance or results, nor
will they necessarily prove to be accurate indications of the times
at which such performance or results will be achieved. The
forward-looking statements included are made only as of the date of
the statement. 3D Systems undertakes no obligation to update or
revise any forward-looking statements made by management or on its
behalf, whether as a result of future developments, subsequent
events or circumstances, or otherwise, except as required by
law.
All references to the binding nature of the offer and merger
agreement being proposed by 3D Systems, whether in a press release,
presentation, other document or public statement, are subject to
the contents of the escrow letter that was filed by 3D Systems on
September 13, 2023 with the SEC on Form 8-K.
Additional Information
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to sell or buy any securities. This
communication relates to a proposal which 3D Systems has made for a
business combination with Stratasys. In furtherance of this
proposal and subject to future developments, 3D Systems (and, if a
negotiated transaction is agreed, Stratasys) may file one or more
registration statements, proxy statements, tender offer statements,
prospectuses or other documents with the SEC. This communication is
not a substitute for any registration statement, proxy statement,
tender offer statement, prospectus or other document that 3D
Systems and/or Stratasys may file with the SEC in connection with
the proposed transaction.
Investors and security holders of 3D Systems and Stratasys are
urged to read the registration statement(s), proxy statement(s),
tender offer statement(s), prospectus(es) and/or other documents
filed with the SEC carefully in their entirety if and when they
become available as they will contain important information about
the proposed transaction. Any definitive proxy statement(s), tender
offer statement(s) or prospectus(es) (if and when available) will
be mailed to stockholders of 3D Systems and/or Stratasys, as
applicable. Investors and security holders will be able to obtain
free copies of these documents (if and when available) and other
documents filed with the SEC by 3D Systems through the web site
maintained by the SEC at http://www.sec.gov.
This document shall not constitute an offer to buy or sell or
the solicitation of an offer to sell or buy any securities, 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.
This communication is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be
made with the SEC. Nonetheless, 3D Systems and its directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. You can find information about
3D Systems’ executive officers and directors in 3D Systems’
definitive proxy statement filed with the SEC on April 5, 2023.
Additional information regarding the interests of such potential
participants will be included in one or more registration
statements, proxy statements, tender offer statements, prospectuses
or other documents filed with the SEC if and when they become
available. These documents (if and when available) may be obtained
free of charge from the SEC’s website at http://www.sec.gov.
Contacts
Investors:
3D Systemsinvestor.relations@3dsystems.com
MacKenzie Partners, Inc.Dan Burch / Bob
Maresedburch@mackenziepartners.com /
bmarese@mackenziepartners.com
U.S. Media:
FTI ConsultingPat Tucker / Rachel Chesley / Kyla
MacLennan3DSystems@fticonsulting.com
Israel Media:
Gelbart-Kahana Investor RelationsAviram
Uziaviram@gk-biz.com+972-525329103
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