3D Systems delivers binding offer to Stratasys

3D Systems (DDD) announced that it has delivered a signed merger agreement to Stratasys (SSYS), substantially in the form shared with the Stratasys board on September 6 and as required, will now be filed on Form 8-K with the SEC by 3D Systems. The binding offer presents shareholders with an alternative to Stratasys’ planned acquisition of Desktop Metal (DM) and can be countersigned by Stratasys following termination of its merger agreement with Desktop Metal. 3D Systems urges Stratasys shareholders to vote no on the value-destructive Desktop Metal transaction at the September 28 extraordinary general meeting of shareholders. A vote against the Desktop Metal transaction will send a clear message to the Stratasys board of directors to accept 3D Systems’ offer. 3D Systems’ merger agreement offers Stratasys shareholders the ability to enter into a transaction that creates unparalleled scale, significant cost synergies to enhance financial performance and opportunities to invest in long-term growth. 3D Systems’ binding offer will expire on October 5, giving the Stratasys board five business days following the conclusion of Stratasys’ EGM to accept 3D Systems’ superior offer and secure certain value. President and CEO Dr. Jeffrey Graves stated, “Stratasys shareholders are incredibly skeptical of the recent decisions made by Stratasys’ management team and Board, and remain deeply concerned about a potential acquisition of Desktop Metal. In fact, since Stratasys’ rejection of our latest proposal earlier this week, we have heard directly from a significant number of Stratasys shareholders who have urged us to provide them with an alternative. We are now making a binding offer that we believe is worth more than $27 per share1 to Stratasys shareholders, inclusive of synergies. We note that Stratasys’ current share price is approaching a 10-year low, trading down close to $12 after their rejection of our proposal, which we believe is starting to reflect the market’s valuation of the Desktop Metal combination.” Graves continued, “It became apparent in our discussions with Stratasys that we were facing an entrenched Board that was only interested in the appearance of engagement to appease shareholders amidst a heated proxy contest, and cared little about delivering true shareholder value. There is no question of the value of our proposal, as Stratasys, even in its attempts to paint our offer negatively, affirmed $74 to $88 million in projected cost synergies, which creates significantly more value for Stratasys shareholders than the Desktop Metal transaction.”