3D Systems handed over a signed merger agreement to Stratasys and urges shareholders to vote against the Desktop Metal deal.

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“Stratasys shareholders express doubts about recent decisions by company management and board” by Oliver Johnson 14 September 2023 09:28

3D Systems, a leading 3D printing company, has made a significant move by delivering a signed merger agreement to Stratasys. This agreement, which closely aligns with the one shared with the Stratasys Board on September 6, 2023, will now be filed with the SEC by 3D Systems.

The purpose of this offer is to present Stratasys shareholders with an alternative to the planned merger with Desktop Metal. According to 3D Systems, this alternative is not only a superior option but also a certain one. The Stratasys Board can countersign the agreement after terminating the one with Desktop Metal.

To further support their offer, 3D Systems is urging Stratasys shareholders to vote against the Desktop Metal transaction at the Extraordinary General Meeting (EGM) of Shareholders on September 28, 2023. 3D Systems claims that the merger with Desktop Metal would be harmful to shareholder value and that a vote against it would send a clear message to the Stratasys Board.

The proposed merger agreement from 3D Systems promises unparalleled scale, significant cost synergies, and opportunities for long-term growth for Stratasys shareholders. This offer expires on October 5, 2023, allowing the Stratasys Board five business days following the EGM to accept it.

In response to Stratasys’ rejection of their latest proposal, 3D Systems’ President and CEO, Dr. Jeffrey Graves, states that Stratasys shareholders have expressed skepticism about the management team and board’s recent decisions. Dr. Graves believes their binding offer, worth more than $27 per share, is preferable to the current state of Stratasys’ share price, which has dropped to a 10-year low.

3D Systems alleges that Stratasys rejected their proposal and refused further negotiations based on either well-known reasons or misleading, self-interested motivations. According to 3D Systems, the long-term trajectory of both companies has remained fundamentally unchanged over the past two months, bringing into question the credibility of Stratasys’ evaluation of their proposal.

Additionally, 3D Systems claims that Stratasys confirmed their offer would generate significantly more synergies and value creation than any other alternative.

Dr. Graves further criticizes Stratasys’ board, stating that their discussions revealed an entrenchment and lack of genuine interest in delivering shareholder value. He emphasizes the value of their proposal, pointing out that Stratasys acknowledged $74 to $88 million in cost synergies, which exceeds the value of the Desktop Metal transaction.

While 3D Systems delivers its signed agreement, Stratasys continues to reaffirm its commitment to the Desktop Metal merger as the preferred alternative. However, 3D Systems, along with a significant portion of Stratasys’ shareholders, believes that the Desktop Metal transaction is based on a speculative valuation, an unlikely financial forecast, and inferior technology. They further criticize Desktop Metal’s history of value destruction through poorly timed acquisitions and integration failures.

Dr. Graves concludes by urging Stratasys shareholders to make a choice: either vote for the Stratasys and Desktop Metal combination and face a path of value destruction or vote against the Desktop Metal transaction. The decision lies in the hands of the shareholders.

Metal transaction to promote tangible change in the additive manufacturing industry is eagerly awaited by industry leaders. The goal is to redefine leadership, seize immediate financial opportunities, ensure long-term success, and maximize shareholder value for both 3D Systems and Stratasys shareholders.

The journey towards this transaction has been eventful. Stratasys recently terminated talks with 3D Systems after a revised proposal worth $27 per share. This development came after intense negotiations and careful consideration of all parties involved.

In the midst of these developments, Desktop Metal shareholders are preparing to vote on the proposed merger with Stratasys. A stockholder meeting has been scheduled for September 28, marking an important milestone in the ongoing discussions.

However, despite the ongoing merger agreement with Desktop Metal, Stratasys is open to entering conversations with 3D Systems. This demonstrates their commitment to exploring all potential opportunities and finding the best path forward for both companies.

The additive manufacturing industry is constantly evolving, and the proposed metal transaction represents a significant step towards shaping its future. By joining forces, 3D Systems and Stratasys aim to create a force to be reckoned with in the market.

The importance of shareholder value cannot be overstated. Both companies are fully aware of the need to deliver tangible results and drive financial growth. It is this shared vision that has pushed them towards pursuing this transaction and exploring all possible avenues for success.

As the timeline of events shows, the additive manufacturing industry is dynamic, with rapid changes and shifting alliances. The conversations and negotiations happening behind closed doors are crucial in determining the future landscape of this industry.

Ultimately, the goal is not just to merge and create a dominant force within the additive manufacturing industry but to also bring about real tangible change. By combining resources, expertise, and technology, the potential for innovation and growth is exponential.

The upcoming meetings and votes from shareholders will play a crucial role in shaping the trajectory of this proposed transaction. It is an exciting time for both companies and the entire additive manufacturing industry as they eagerly await the outcome of these discussions.

In conclusion, the proposed metal transaction between 3D Systems and Stratasys holds great promise for the additive manufacturing industry. It is a testament to the commitment of these companies to redefine leadership, capitalize on financial opportunities, and maximize shareholder value. The path to this transaction has been paved with negotiations, revised proposals, and ongoing discussions, all with the ultimate goal of creating tangible change in the industry. The forthcoming votes and meetings will determine the future of this transaction, and the industry as a whole eagerly awaits the outcome.

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