Stratasys rejects 3D Systems’ takeover bid, CEO presents reasoning, and Desktop Metal merger moves forward.

Share this story

3D Systems and Stratasys: The Stumbling Block in Merger Talks

In a surprising turn of events, 3D Systems’ latest proposal to acquire Stratasys has been rejected. The revised proposal, which valued Stratasys at $27 per share, was sent to the company on September 6th. Under the proposal, Stratasys shareholders would receive $7.00 in cash and 46% ownership of the merged company.

The offer was developed after a meeting between Stratasys and 3D Systems on August 22nd to address the feedback raised during that in-person discussion. However, the current share price of 3D Systems has become a stumbling block for the deal. Stratasys responded by acknowledging the potential cost synergies but deemed the proposal inadequate due to the spot price of 3D Systems’ shares.

On September 12th, Stratasys issued a formal rejection of the revised proposal, disputing the valuation placed by 3D Systems and claiming that the proposed figure of $15.26 per Stratasys share is too low.

Initial hopes of a friendly takeover seem to be fading as both CEOs issue strongly-worded statements. 3D Systems CEO Dr. Jeffrey Graves accused the Stratasys board of “fiddling away shareholder value” and attempting to “run out the clock” on the merger discussions. The next important date on that clock is the Stratasys Extraordinary General Meeting of Shareholders scheduled for September 28th.

In response, Stratasys expressed concerns about the deal, including a belief that the synergy between the companies is lower than 3D Systems forecasts and that a lengthy timeline of up to 18 months may be required to close the deal. Additionally, Stratasys has “serious concerns” about the management team at 3D Systems. They also mentioned the impact of Align Technology’s acquisition of Cubicure, stating that Align represents 23% of 3D Systems’ revenues and predicting that Align is likely to transition to multiple-source printing technology over time.

3D Systems previously stated that Cubicure’s R&D efforts had no impact on the company’s operations. Emory Wright, Align Technology’s executive vice president of Global Operations, emphasized that 3D Systems continues to be a critical partner for Align and they will continue working with them to further advance their aligner printing technology.

On September 11th, 2023, 3D Systems’ CEO, Dr. Jeffrey Graves, issued a full statement expressing disappointment with the Stratasys board’s refusal to engage in friendly discussions. He highlighted the consistent destruction of value for Stratasys shareholders and accused Stratasys of attempting to delay discussions while moving forward with the merger with Desktop Metal, which 3D Systems believes to be value-destructive.

The full terms of 3D Systems’ revised proposal were included in a merger agreement delivered to Stratasys on September 6th, 2023. The proposal built upon the terms of the binding merger agreement submitted on July 13th, 2023, and included updates such as a higher percentage of stock as requested by Stratasys shareholders to allow them to participate in the agreed-upon synergies.

The future of the merger talks between 3D Systems and Stratasys remains uncertain, as the two companies continue to exchange statements and express their concerns. Shareholders will play a crucial role in determining the outcome of the proposed acquisition and sending a message to the Stratasys board about protecting shareholder value.

Title: A Tale of the Additive Manufacturing Giants: The Struggle for Superiority

Introduction:

In the world of additive manufacturing, two giants – 3D Systems and Stratasys – have long competed for dominance. Today, we delve into the ongoing saga of their proposed merger and the intriguing dynamics that surround it.

Battle for Superiority:

The rivalry between 3D Systems and Stratasys has been fierce and unrelenting. As the additive manufacturing industry continues to grow exponentially, the stakes have never been higher for these companies. Each is vying for the top spot, and a merger seems to be the key that will catapult the winner to new heights.

Previous Offers and Revisions:

On July 13, 2023, 3D Systems made an initial offer to acquire Stratasys, proposing a combination of cash and newly issued shares. This offer was met with some enthusiasm, as it valued Stratasys at a significant premium.

However, on September 6, 2023, 3D Systems revised its proposal, reducing the cash component but increasing the number of newly issued shares. This revision raised concerns as it seemingly undervalued Stratasys, offering only a 15% premium to the company’s closing stock price on September 11, 2023.

Chess Moves and Countermoves:

Stratasys swiftly responded, dismissing the revised offer, which they believe fell short of their true value. The disparity between the revised proposal and the original offer further aggravated the situation. Stratasys argued that the newest offer was 35% lower in value than the previous proposal.

However, 3D Systems remains steadfast in their belief that a merger with Stratasys is vital for both companies and the additive manufacturing industry as a whole. They highlight the potential for unparalleled scale, cost synergies, and a comprehensive technology portfolio that would revolutionize the industry.

The Key Factors:

In their respective statements, both companies emphasize different aspects that they believe make their offers superior. 3D Systems focuses on the combined company’s scale, complementary technology portfolio, cost synergies, and the growth opportunities presented by regenerative medicine.

Stratasys, on the other hand, highlights the undervaluation of their company in 3D Systems’ revised offer. They argue that the cash and newly issued shares proposed fail to reflect their true worth and represent a significant decrease in value compared to the previous offer.

The Road Ahead:

With the battle lines drawn, the future of this proposed merger hangs in the balance. As shareholders and industry observers eagerly await further developments, one thing remains certain – the additive manufacturing industry is in for a significant transformation, regardless of the outcome.

Conclusion:

The story of 3D Systems and Stratasys’ ongoing merger negotiations is a compelling tale of two titans fighting for supremacy. Both companies firmly believe in the merits of a merger, yet their differing valuations and perceptions of value continue to complicate the situation.

As the drama unfolds, the impact of this potential merger on the additive manufacturing industry cannot be underestimated. Ultimately, only time will tell if these two giants can find common ground or if they will continue their battle for superiority, driving innovation and competition to greater heights in the process.

Stratasys Rejects 3D Systems’ Proposal: Here’s Why

In a recent turn of events, Stratasys has announced its decision to reject the proposed transaction with 3D Systems. While the offer may seem tempting at first glance, Stratasys has conducted thorough due diligence and uncovered several significant risks associated with the deal.

One of the primary concerns raised by Stratasys is the short- to medium-term growth prospects of 3D Systems. In their Q2 results, 3D Systems reported a decline in revenue, missing their own guidance as well as street expectations. This downward trend is expected to continue, with 3D Systems projecting a one percent revenue decline for 2022. The reliance on Align Technology, Inc., which represents 23% of 3D Systems’ revenues, is also a cause for concern. Stratasys believes that Align is likely to transition to multiple-source printing technology, which will create severe growth challenges for 3D Systems.

Structural challenges to achieving attractive profitability is another key issue identified by Stratasys. 3D Systems currently operates at gross margins that are significantly lower than Stratasys’ gross margins. With consensus estimates for 2023 indicating negative EBITDA for 3D Systems, the decline of their dental business due to Align’s sourcing shift could further weigh down the profitability of a combined company. Stratasys sees this as a major obstacle in achieving attractive long-term operating margins.

Additionally, Stratasys found that the net synergy potential of the proposed merger is materially lower than what 3D Systems had initially projected. Despite claiming cost synergies of more than $110 million, 3D Systems was unable to provide credible support for this claim. Based on independent analysis, Stratasys estimates annual cost synergies to be in the range of $74 to $88 million, with approximately $50 million of annual negative revenue synergies. These discrepancies cast doubt on the feasibility of achieving the projected synergistic benefits.

The regulatory aspect of the deal is also a cause for concern. A combination of Stratasys and 3D Systems would likely require a lengthy and extensive regulatory review process, which could take anywhere from 9 to 18 months. This extended timeline poses significant risks of employee attrition and creates uncertainties regarding the future of the combined company.

Lastly, Stratasys has expressed serious doubts about the ability of 3D Systems’ management team to effectively run a merged entity. 3D Systems’ repeated failure to meet cost reduction targets has raised concerns about their ability to achieve the promised cost synergies. In contrast, Stratasys’ management team has a track record of delivering superior performance. From 2021 to 2023, while 3D Systems’ revenue declined, Stratasys’ revenue grew by six percent. Stratasys also boasts a higher gross margin compared to 3D Systems.

Taking all these factors into account, Stratasys’ decision to reject 3D Systems’ proposal seems justified. The risks associated with the deal, including the growth challenges, profitability concerns, synergy gaps, regulatory hurdles, and management uncertainties, outweigh the potential benefits. Stratasys’ focus now shifts to maximizing its own growth potential and delivering value to its shareholders.

Title: The Future of 3D Printing: Stratasys Makes Bold Move, Terminates Discussions with 3D Systems

Introduction:

In a surprising turn of events, Stratasys, a leading player in the 3D printing industry, has terminated discussions with competitor, 3D Systems. This decision comes after careful consideration by the Stratasys Board, who deemed 3D Systems’ most recent revised proposal as insufficient. Despite 3D Systems’ persistence, Stratasys remains steadfast in its commitment to its merger agreement with Desktop Metal, a move that promises to shape the future of additive manufacturing.

Consistent Underperformance:

For the past 12 quarters, 3D Systems has consistently missed street estimates for earnings and revenues, a concerning trend that raises questions about the company’s financial stability. On the other hand, Stratasys has consistently met or surpassed these estimates for every quarter. This stark contrast in performance has undoubtedly influenced Stratasys’ decision to terminate discussions with 3D Systems.

Cash Concerns:

One of the key factors that drove Stratasys’ request for more stock and less cash in the proposed merger was the concern that a combined company would operate with significantly less cash. This raised fears of limited investment in the business and the potential for further dilution due to the need to raise substantial cash amounts. Additionally, considering the expected lengthy timeline for the closing of the merger (9 to 18 months), additional cash depletion could have put a strain on 3D Systems’ own balance sheet.

Management Structure:

Contrary to 3D Systems’ claims, Stratasys clarified that their insistence on an appropriate management structure was not driven by a desire for control over the new board. Instead, it was a strategic move aimed at ensuring that the benefits of the merger would be fully realized. This included the realization of synergies and the retention of key employees throughout an extensive regulatory review process.

Commitment to Desktop Metal Merger:

In May 2023, Stratasys entered into a merger agreement with Desktop Metal, solidifying their commitment to combining forces in an all-stock transaction. The Stratasys Board unanimously approved and recommended this merger, and their position remains unchanged despite 3D Systems’ attempts to sway them.

Looking Ahead:

With the termination of discussions with 3D Systems, Stratasys is now poised to focus on its merger with Desktop Metal. This move not only reaffirms their commitment to the additive manufacturing industry but also positions them as a leader in the evolving world of 3D printing. As industry enthusiasts, we eagerly anticipate witnessing how this merger will shape the future of 3D printing.

Conclusion:

The recent decision by Stratasys to terminate discussions with 3D Systems marks a significant turning point in the 3D printing industry. Stratasys’ commitment to its merger agreement with Desktop Metal highlights their determination to capitalize on the synergies that exist within their respective companies. Amidst a rapidly evolving landscape, this strategic move by Stratasys positions them strongly for future success. As industry observers, we eagerly await the developments that this merger will bring and look forward to witnessing the transformative potential of additive manufacturing.

Original source


Share this story

Leave a Reply

Your email address will not be published. Required fields are marked *