Stratasys Ltd. today announced a revised acquisition proposal from 3D Systems Corp., received Sept. 6, does not constitute a “superior proposal” as defined by its merger agreement with Desktop Metal Inc. The Stratasys Board of Directors says it has terminated discussions with 3D Systems.
Stratasys has been in merger discussions with both Desktop Metal and 3D Systems since January 2021. As announced on May 25, 2023, Stratasys entered into a merger agreement with Desktop Metal, pursuant to which the companies would combine in an all-stock transaction. Since then, 3D Systems has sent several offers to the Stratasys Board in the hopes that they would be deemed a “superior proposal,” entitling Stratasys to terminate its agreement with Desktop Metal.
3D Systems’ Sept. 6 proposal was for $7 in cash and 1.6387 newly issued shares of 3D Systems common stock per ordinary share of Stratasys. Stratasys says this deal represents a value of $15.26 per share. According to a statement yesterday, 3D Systems, “believes this consideration mix is worth more than $27 per share to Stratasys shareholders inclusive of synergies.”
Stratasys also cited Align Technology Inc.’s recent acquisition of Cubicure GmbH in its decision to turn down 3D System’s proposal. According to Stratasys, Align represents 23% of 3D Systems revenues, but Stratasys believes Align’s merger is indicative of a move away from 3D Systems’ stereolithography technology.
Jeffrey Graves, PhD, president and CEO of 3D Systems had harsh words in yesterday’s statement, insinuating that the Stratasys Board was not operating in good faith in its latest discussions with 3D Systems.
“We listened to shareholder feedback and made a strong effort to reach a friendly transaction, but it seems there is no price that would satisfy the Stratasys Board. Shareholders of Stratasys have seen their board turn down offer after offer, watching only the consistent destruction of value in the meantime. The latest game appears to be an attempt to ‘run out the clock’ on supposed discussions with us, while always moving ahead with the massively value-destructive merger with Desktop Metal. We are confident that shareholders will support our combination and send an unequivocal message to the Stratasys board that they can no longer protect themselves while fiddling away shareholder value,” says Graves.
Stratasys has scheduled an extraordinary general meeting of shareholders to vote on the merger with Desktop Metal Inc. on Sept. 28 at 3 p.m. Israel time/8 a.m. EST. The Board “strongly” encourages shareholders to vote in favor of the Stratasys/Desktop Metal merger.
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