3D Systems is willing to amend its current binding proposal to include a 60-Day Go-Shop Period to provide immediate value certainty for Stratasys shareholders while also allowing Stratasys’ Board to pursue its strategic alternatives process. The company now appears confident that Stratasys will accept its offer after the company’s shareholders turned down the Desktop Metal merger with a 78% majority.
The company welcomes Stratasys’ decision to respond to its shareholders and explore strategic alternatives after receiving overwhelming feedback that its Board had not properly evaluated all potential offers prior to entering into the merger agreement with Desktop Metal.
We continue to believe that a combination between 3D Systems and Stratasys presents the most attractive opportunity for Stratasys shareholders and the additive manufacturing industry at large, given the massive opportunity for scale and synergy realization.3D Systems President and CEO, Dr. Jeffrey Graves
The message to the Stratasys Board from the recent comprehensive reports by ISS and Glass Lewis, as well as public and private feedback from Stratasys shareholders, together with the unequivocal, resounding vote of Stratasys shareholders yesterday, is clear: gain immediate scale, certainty and value by accepting 3D Systems’ current binding offer.
3D Systems’ binding merger agreement, delivered to the Stratasys Board on September 13, 2023, expires on October 5, 2023, if not countersigned by Stratasys. Recognizing 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 go-shop period. 3D Systems is willing to amend its offer this way in lieu of waiting for Stratasys’ announcement to evolve into an actionable sales process, which at this time appears highly uncertain and, based on precedent reviewed in the ISS and Glass Lewis reports, may remain uncertain for some time.
During this period, Stratasys would be permitted to actively solicit alternative proposals to acquire Stratasys. In addition, the merger agreement would maintain its existing construct that permits Stratasys to terminate the merger agreement with 3D Systems to enter into a transaction that is deemed to be superior to the merger with 3D Systems. This go-shop period and termination right will allow the Stratasys Board to secure immediate and certain value for shareholders, while still running a comprehensive sale process.
President and CEO, Dr. Jeffrey Graves stated, “We continue to believe that a combination between 3D Systems and Stratasys presents the most attractive opportunity for Stratasys shareholders and the additive manufacturing industry at large, given the massive opportunity for scale and synergy realization.”
Continued Dr. Graves, “Our binding offer, which remains available until October 5, and our willingness to include a go-shop period in that offer now presents Stratasys with a unique ‘bird in the hand,’ allowing its Board to enter into a transaction that the market agrees will create significant value, while offering flexibility to explore other offers. This amendment reflects our confidence in the superior value of our proposal and our belief that the market has already had more than enough time to evaluate interest in Stratasys, which has already yielded ten offers for Stratasys in the last six months.”
Goldman Sachs & Co. LLC is acting as exclusive financial advisor and Freshfields Bruckhaus Deringer (US) LLP, together with Herzog, Fox & Neeman in Israel, is acting as legal counsel to 3D Systems.