Stratasys Ltd. (NASDAQ:SSYS) (“Stratasys” or the “Company”), a leader in polymer 3D printing solutions, today issued the following statement in response to a press release issued by 3D Systems Corporation (NYSE:DDD) (“3D Systems”) yesterday evening.
Contrary to 3D Systems’ statements in its press release as to the exchange of due diligence materials and multiple meetings between the parties, Stratasys has moved expeditiously to provide data requested by 3D Systems for review, as well as having already conducted management meetings. On the other hand, we have repeatedly requested that 3D Systems reciprocate with the same information for their company, as well as their assessment of potential negative revenue synergies. While 3D Systems has provided some cost synergy analysis, it’s only high level and lacks critical details that would substantiate their cost synergy claims. Despite the implication in 3D Systems’ press release that they have engaged cooperatively, we are still waiting for all this information from 3D Systems. For a transaction where the majority of the proposed merger consideration comes in the form of 3D Systems common equity, the Stratasys Board needs to understand these crucial details to make a responsible and informed decision.
Stratasys also notes that 3D Systems has added for the first time that their public proposal of July 13, 2023 is also their “best and final proposal” as to the form and amount of merger consideration. 3D Systems does not state whether that was the case on July 13, 2023, whether, when or why their thinking as to negotiation has changed. Regardless of 3D Systems’ changing pronouncement and tactics, the Stratasys Board will evaluate any and all proposals holistically, taking into account the necessary due diligence and analysis, including regulatory analysis. If 3D Systems is serious about achieving a combination with Stratasys, the path forward lies with cooperation and transparency and not distorted public statements.
Once 3D Systems provides the requested due diligence information, the Stratasys Board expects to be in a position to make a determination as to whether the July 13, 2023 proposal, or any further revised and improved proposal, made by 3D Systems, represents a Superior Proposal, as defined in the merger agreement with Desktop Metal.
In that regard, Stratasys and its Board of Directors expect that 3D Systems will engage constructively with Stratasys as part of the Stratasys Board’s efforts to maximize value for all Stratasys shareholders.
As previously announced on May 25, 2023, Stratasys entered into a merger agreement with Desktop Metal, pursuant to which Desktop Metal agreed to combine with Stratasys in an all-stock transaction. Stratasys remains bound by the terms of the Desktop Metal merger agreement. Stratasys’ Board has not determined that 3D Systems’ July 13, 2023 revised proposal in fact constitutes a Superior Proposal as defined in the merger agreement with Desktop Metal, and the Stratasys Board has not changed its unanimous approval, recommendation and declaration of advisability of the transaction with Desktop Metal. Stratasys will continue to abide by all of the terms and provisions of the Desktop Metal merger agreement.
