- 3D Systems’ Signed Merger Agreement Awaits Countersignature by Stratasys
- Stratasys Decision Reflects Shareholder Feedback That Desktop Metal Merger Does Not Have Support of Stratasys Shareholders
- Expectation for Swift Termination of Desktop Metal Merger Agreement, Payment of Termination Fee to Desktop Metal by 3D Systems, and Entrance into 3D Systems-Stratasys Merger Agreement
- If Stratasys Engages Promptly, 3D Systems Believes Merger Agreement Should be Signed by Stratasys No Later Than End of This Week
ROCK HILL, S.C., July 17, 2023 (GLOBE NEWSWIRE) — Today, 3D Systems (NYSE:DDD) (“the Company”) welcomed the determination by the Board of Directors of Stratasys Ltd. (NASDAQ:SSYS) that 3D Systems’ proposal to combine with Stratasys is reasonably expected to result in a ‘Superior Proposal’ under the terms of Stratasys’ merger agreement with Desktop Metal, Inc.
On July 13, 3D Systems delivered a signed merger agreement in escrow to Stratasys that provides for the shareholders of Stratasys to receive $7.50 per share in cash and 1.5444 newly issued shares of common stock of the combined company for each Stratasys ordinary share. The combination would result in Stratasys shareholders owning approximately 44% of the combined company and receiving approximately $540 million in cash at the time of consummation of the transaction.
In response to the superior substantive terms of the 3D Systems merger agreement and the overwhelming support of shareholders, 3D Systems expects Stratasys to swiftly agree with Desktop Metal to terminate the Desktop Metal-Stratasys merger agreement and countersign the 3D Systems-Stratasys merger agreement, which is already signed by 3D Systems and now sits in escrow. 3D Systems commits to pay the full amount of any termination fees due to Desktop Metal upon the termination of the Desktop Metal merger agreement and Stratasys’ countersignature of the 3D Systems merger agreement.
“We are pleased with the Stratasys Board’s determination. We anticipate prompt termination of the Desktop Metal merger agreement and countersignature of the agreement to combine 3D Systems and Stratasys so that we can deliver our collective stakeholders the unparalleled benefits of the envisioned combined company,” said President and CEO, Dr. Jeffrey Graves. “Together, 3D Systems and Stratasys are well-positioned to capture the benefits of scale needed to lead in the additive manufacturing industry and deliver long-term profitable growth. We reiterate our confidence in the strength of the combined financial profile of 3D Systems and Stratasys, including our ability to realize $100 million of synergies jointly identified by our two management teams during due diligence exercises in September 2022.”
Concluded Dr. Graves, “Shareholders have spoken that a combination between 3D Systems and Stratasys presents the most compelling opportunity for the additive manufacturing industry, and it is now time for the Board of Stratasys to move quickly to make this transaction a reality. If the Stratasys Board engages promptly, we believe that Stratasys should be able to sign the merger agreement this week.”
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 in connection with the proposed transaction.
