Stratasys Ltd today announced that it will hold an extraordinary general meeting of shareholders to vote on the long-anticipated merger with Desktop Metal Inc. The meeting will take place Sept. 28 at 3 p.m. Israel time/8 a.m. EST.
If the vote passes, Desktop Metal will become a wholly owned subsidiary of Stratasys. Shareholders would then vote to approve the extension of the expiration date of the company’s existing shareholder rights plan by 12 months.
The final item on the agenda would be an increase of 2,075,625 ordinary shares available for issuance upon completion of the meeting, and another 1,065,867 subject to the completion of the merger.
On Aug. 18, each company received a request for additional information from the Antitrust Division of the United States Department of Justice (DOJ) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) regarding the proposed merger.
According to the Federal Trade Commission (FTC), The HSR Act requires companies provide the FTC and DOJ with advance notice of transactions above a certain threshold, to provide the agencies 30 days to pursue an initial investigation and determine whether additional information is needed. When the FTC or DOJ seeks additional information through what is known as a “second request,” the law prohibits a merger until the companies have complied with the additional investigatory request.
Issuance of the second requests extends the waiting period imposed by the HSR Act until 30 days after Stratasys and Desktop Metal have each complied, unless the period for review is terminated earlier by the DOJ.
Stratasys has filed a joint proxy statement/prospectus with the U.S. Securities and Exchange Commission which describes the proposed merger in detail.
The extraordinary general meeting was announced just a day after representatives of Stratasys and 3D Systems Inc. met to discuss the latter company’s merger proposal. 3D Systems has been attempting to acquire Stratasys since January 2021, and has sent several revised proposals since.
According to the statement/prospectus, while Stratasys’ board of directors initially determined that a July 13 revised proposal from 3D Systems would reasonably be expected to result in a “superior proposal” (therefore entitling Stratasys to terminate the merger agreement with Desktop Metal), Stratasys conveyed to 3D Systems in an Aug. 22 meeting between representatives that 3D Systems’ was not the superior proposal.
The Stratasys board of directors is “strongly” encouraging its shareholders to vote in favor of the Desktop Metal merger, as well as the subsequent items on the extraordinary general meeting agenda.
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