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 $0.0001per 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 onJune 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.
