- 3D Systems is willing to modify the current binding proposal to include a 60-day trial period to provide Stratasys shareholders with immediate value certainty while allowing the Stratasys Board of Directors to pursue its strategic replacement process
- 3D Systems bundle offer expires October 5th
ROCK HILL, S.C., Sept. 29, 2023 (GLOBE NEWSWIRE) — 3D Systems (NYSE: DDD) (the “Company”) today announced that it has entered into a strategic partnership with Stratasys Ltd. (NASDAQ: SSYS) (“ Stratasys”) announced that it has begun exploring strategic alternatives.
Stratasys made the decision to respond to shareholders and explore strategic alternatives after receiving overwhelming feedback that its board of directors did not properly evaluate all potential offers before entering into a merger agreement with Desktop Metal (NYSE: DM). Welcome to 3D Systems.
The message to the Stratasys Board of Directors from the recent combined reports from ISS and Glass Lewis, public and private feedback from Stratasys shareholders, and yesterday’s clear, resounding vote by Stratasys shareholders is clear: Get immediate scale, certainty, and value by accepting 3D Systems’ current binding offer.
3D Systems’ binding merger agreement was submitted to Stratasys’ board of directors on September 13, 2023, and will expire on October 5, 2023, if not countersigned by Stratasys. Recognizing that 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 review period. 3D Systems is willing to revise its offer in this way rather than wait for Stratasys’ announcement to evolve into an operational sales process, which currently appears to be highly uncertain and may remain uncertain for some time based on the precedents reviewed in the ISS and Glass Lewis reports It’s time. During this period, Stratasys will be permitted to actively solicit alternative proposals to acquire Stratasys. Additionally, the merger agreement will maintain its current structure, allowing Stratasys to terminate its merger agreement with 3D Systems in order to enter into a transaction deemed superior to a merger with 3D Systems. This probationary period and termination rights will allow the Stratasys Board of Directors to secure immediate and certain value for shareholders while still running a comprehensive sales process.
Jeffrey Graves, Ph.D., President and Chief Executive Officer, said: “We continue to believe that the merger between 3D Systems and Stratasys presents the most attractive opportunity for Stratasys shareholders and the additive manufacturing industry as a whole because it provides the opportunity to achieve scale and synergies. Huge opportunity.”
Dr. Graves continued, “Our binding offer is valid until October 5, and our willingness to include a trial period in the offer now provides Stratasys with a unique ‘bird in the hand’ allowing its board to Entering into a market-recognized transaction will create significant value while providing the flexibility to explore additional offers. This amendment reflects our confidence in the superior value of our proposal and our belief that the market has had sufficient time to evaluate its interest in Stratasys Interest, Stratasys has generated 10 offers in the past six months.”
Goldman Sachs & Co. LLC is serving as exclusive financial advisor to 3D Systems, and Freshfields Bruckhaus Deringer (US) LLP and Herzog, Fox & Neeman of Israel are serving as legal advisors.
About 3D Systems
Over 35 years ago, 3D Systems brought 3D printing innovation to manufacturing. Today, as a leading additive manufacturing solutions partner, we bring innovation, performance and reliability to every interaction—enabling our customers to create products and business models that have never been possible before. Because we offer unique hardware, software, materials and services, each application-specific solution is powered by the expertise of our applications engineers, who work with customers to transform the way they deliver products and services. 3D Systems’ solutions serve a variety of advanced applications in healthcare and industrial markets such as medical and dental, aerospace and defense, automotive and durable goods. For more information about the company, please visit www.3DSystems.com.
Certain statements in this document are not statements of historical or current fact but 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 risks that may cause the Company’s actual results, performance or achievements 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 terminology such as “believes,” “believes,” “expects,” “may,” “will,” “estimates,” “intends,” “anticipates” or “plans” or Negation of these terms or other similar terms. Forward-looking statements are based on management’s beliefs, assumptions and current expectations and may include comments about the company’s beliefs and expectations about future events and trends affecting its business and are necessarily subject to uncertainties, many of which are beyond management’s range of control. company. The factors described under the headings “Forward-Looking Statements” and “Risk Factors” in the Company’s periodic filings with the Securities and Exchange Commission, as well as other factors, could cause actual results to differ materially from those reflected or projected in the forward-looking statements. In particular, we note that there can be no assurance that the transactions referred to in this document will be entered into or consummated as definitive agreements or that, if such transactions are consummated, the integration will be successful or that synergies will be realized. 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 guarantees of future performance or results, and will not necessarily prove to be accurate indications of the times. will achieve such performance or results. The forward-looking statements contained herein are made only as of the date on which the statements are made. 3D Systems undertakes no obligation to update or revise any forward-looking statements made by or on behalf of management, 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 made by 3D Systems, whether in press releases, presentations, other documents or public statements, are subject to the contents of the escrow letter filed by 3D Systems on September 13 , filing Form 8-K with the SEC in 2023.
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 3D Systems’ proposed business combination with Stratasys. In order to advance the proposal and subject to future developments, 3D Systems (and Stratasys, if the negotiated transaction is consummated) 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 carefully the entire contents of the registration statement, proxy statement, tender offer statement, prospectus and/or other documents filed with the SEC when they become available because they will contain information regarding the proposed Important information for transactions. Any definitive proxy statement, tender offer statement or prospectus, if any, will be mailed to 3D Systems and/or Stratasys stockholders, as applicable. Investors and security holders will be able to obtain free copies of these documents, if any, and other documents filed by 3D Systems with the SEC through the website maintained by the SEC at http://www.sec.gov.
This document does 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 any securities in any jurisdiction in which such offer, solicitation or sale would be prior to registration or registration. is illegal. qualifications under the securities laws of any such jurisdiction. No securities may be offered except by a prospectus complying with the requirements of Section 10 of the United States Securities Act of 1933, as amended.
This communication is neither a solicitation of a proxy statement nor a substitute for any proxy statement or other document that may be filed with the SEC. Notwithstanding the foregoing, 3D Systems, its directors, executive officers and other members of management and employees may be deemed to be engaging in the solicitation of proxies in connection with the proposed transaction. You can find information about 3D Systems’ executive officers and directors in 3D Systems’ final proxy statement filed with the SEC on April 5, 2023. Additional information regarding the interests of such potential participants will be contained in one or more registration statements, proxy statements, tender offer statements, prospectuses or other documents filed with the SEC, if available. These documents, if available, may be obtained free of charge from the SEC’s website at http://www.sec.gov.
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