TCT Magazine
3D Systems has welcomed the July 17, 2023 announcement from Stratasys that 3D Systems’ acquisition proposal would “reasonably be expected” to result in a superior proposal to the Stratasys merger with Desktop Metal.
On July 13, 3D Systems delivered a signed merger agreement in escrow to Stratasys that would provide Stratasys shareholders with 7.50 USD per share in cash as well as 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 44% of the combined company and receiving approximately 540 million USD in cash at the time of consummation of the transaction.
3D Systems says that in response to the “superior substantive terms” of its merger agreement and the “overwhelming support” of shareholders, it expects Stratasys to “swiftly agree” with Desktop Metal to terminate the merger agreement that was announced on May 25, and countersign the 3D Systems-Stratasys merger agreement, which is already signed by 3D Systems in escrow.
As announced in the submission of an enhanced offer on July 13, 3D Systems has committed to paying the full amount of any termination fees to Desktop Metal on behalf of Stratasys upon the termination of the Desktop Metal-Stratasys merger agreement and the countersignature of the 3D Systems deal.
3D Systems President and CEO Dr. Jeffrey Graves said: “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.
“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 realise 100 million USD of synergies jointly identified by our two management teams during due diligence exercises in September 2022.
“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.”
Read more:
A complete timeline of the Stratasys + Nano Dimension + Desktop Metal + 3D Systems story (so far)
Stratasys to enter discussions with 3D Systems despite Desktop Metal merger agreement
3D Systems submits third Stratasys takeover offer, worth $2 billion
Nano Dimension submits new Stratasys offer of $24 per share in cash; Stratasys to review
Interview: Stratasys CEO Yoav Zeif details the strategy behind Desktop Metal merger
Stratasys and Desktop Metal to merge in deal worth $1.8 billion
Stratasys released a statement in response to 3D Systems’ “welcoming” of its determination of the merger proposal.
Stratasys said it: “reiterates and provides additional details on board determination that at this time the 3D Systems revised unsolicited proposal is not a ‘superior proposal’ as defined in the Stratasys merger agreement with Desktop Metal.”
Stratasys says that to determine whether 3D Systems would ultimately make a “Superior Proposal”, it would first conduct proper due diligence on 3D Systems’ business and prospects. The company says this includes examining 3D System’s forecast of 100 million USD in synergies and 3D Systems’ revenue growth and profitability. Stratasys also intends to negotiate terms, subject to the requirements of the Desktop Metal merger agreement.
Stratasys concluded its statement by saying that its board has not determined that 3D Systems’ July 13 revised proposal constitutes a superior proposal as defined in the merger agreement with Desktop Metal, and has not changed its unanimous “approval, recommendation and declaration of advisability” of the transaction with Desktop Metal.
